S-1

As filed with the Securities and Exchange Commission on November 17, 2010

Registration No. 333-            

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

KAYAK SOFTWARE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	4700	54-2139807
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

55 North Water Street, Suite 1

Norwalk, CT 06854

(203) 899-3100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Karen Ruzic Klein

General Counsel

55 North Water Street, Suite 1

Norwalk, CT 06854

(203) 899-3100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael A. Conza
Bingham McCutchen LLP
One Federal Street
Boston, MA 02110
Tel: (617) 951-8000
Fax: (617) 951-8736 Richard D. Truesdell, Jr.
Davis Polk & Wardwell LLP
450 Lexington Ave.
New York, NY 10017
Tel: (212) 450-4000
Fax: (212) 701-5800

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.    ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering.    ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	x	(Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(2)
Common Stock, $0.001 par value per share	$50,000,000	$3,565

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. Includes the offering price attributable to shares available for purchase by the underwriters to cover over-allotments, if any.

(2) Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we and the selling stockholders are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)

Issued November 17 , 2010

             SHARES

KAYAK Software Corporation

COMMON STOCK

KAYAK Software Corporation is offering              shares of its common stock, and the selling stockholders are offering              shares of common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. This is our initial public offering, and no public market exists for our shares. We anticipate that the initial public offering price will be between $              and $              per share.

We intend to apply to list our common stock on the              under the symbol “              .”

Investing in our common stock involves risks. See “Risk Factors” beginning on page 8.

PRICE $              A SHARE

	Price to Public	Underwriting Discounts and Commissions	Proceeds to Company	Proceeds to Selling Stockholders
Per share	$	$	$	$
Total	$	$	$	$

KAYAK Software Corporation and the selling stockholders have granted the underwriters the right to purchase an additional              shares of common stock to cover over-allotments.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to purchasers on                      , 2011.

MORGAN STANLEY DEUTSCHE BANK SECURITIES

PIPER JAFFRAY STIFEL NICOLAUS WEISEL PACIFIC CREST SECURITIES

                      , 2011

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Risk Factors		8
Special Note Regarding Forward-Looking Statements		22
Use of Proceeds		24
Dividend Policy		24
Capitalization		25
Dilution		27
Selected Consolidated Financial and Operating Data		29
Management’s Discussion and Analysis of Financial Condition and Results of Operations		32
Business		46
Management		57

	Page
Executive Compensation		67
Certain Relationships and Related Party Transactions		83
Principal and Selling Stockholders		87
Description of Capital Stock		91
Material U.S. Federal Income Tax Considerations to Non-U.S. Holders		96
Shares Eligible for Future Sale		100
Underwriters		102
Legal Matters		107
Experts		107
Where You Can Find Additional Information		107
Index to Consolidated Financial Statements		F-1

We have not, and the selling stockholders have not, authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the selling stockholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus or any free-writing prospectus is accurate only as of its date, regardless of its time of delivery or of any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

Until                     , 2011 (25 days after the commencement of this offering), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

For investors outside the U.S.: We have not, the selling stockholders have not and the underwriters have not done anything that would permit this offering, or possession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than in the U.S. Persons outside the U.S. who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside of the U.S.

Market and Industry Data

Except as otherwise noted, all industry and market data in this prospectus were derived directly from data estimated and reported by PhoCusWright Inc. (PhoCusWright) or International Data Corporation (IDC), or were estimated by us using such data as the primary source. Industry publications, studies and surveys generally state that they have been prepared from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these studies and publications is reliable, we have not independently verified such data, or any other industry or market data from third-party sources referenced in this prospectus.

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Trademarks

KAYAK^®, SideStep^®, swoodoo^TM and Search One and Done^® are our key trademarks and are registered under applicable intellectual property laws. This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ^® or ^TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes and the information set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in each case included elsewhere in this prospectus. Some of the statements in this prospectus constitute forward-looking statements. See “Special Note Regarding Forward-Looking Statements” for more information.

KAYAK SOFTWARE CORPORATION

Overview

We are a technology-driven company committed to improving online travel. Cofounders of Expedia, Travelocity and Orbitz started KAYAK in 2004 to take a different approach. Our websites and mobile applications enable people to easily research and compare accurate and relevant information from hundreds of other travel websites in one comprehensive, fast and intuitive display. We also provide travel management tools and services such as flight status updates, pricing alerts and itinerary management. Once users find their desired flight, hotel or other travel products, KAYAK sends them to their preferred travel supplier or online travel agent, or OTA, website to complete their purchase.

KAYAK’s services are free for travelers. We offer travel suppliers and OTAs an efficient channel to sell their products and services to a highly targeted audience focused on purchasing travel. We earn revenues from both referrals to travel suppliers and OTAs, or distribution revenues, and from a variety of advertising placements on our websites and mobile applications, or advertising revenues.

Since our commercial launch in 2005, KAYAK has experienced significant growth:

• For the nine months ended September 30, 2010, we generated $128 million of revenues, representing year-over-year growth of 48%. For the quarter ended September 30, 2010, we generated $48 million of revenues, representing year-over-year growth of 80%;

• For the nine months ended September 30, 2010, we processed more than 469 million user queries for travel information, representing year-over-year growth of 37%. For the quarter ended September 30, 2010, our quarter-over-quarter query volume increased 50% compared to the same period in 2009; and

• KAYAK mobile applications have been downloaded nearly four million times since their introduction in March 2009. For the quarter ended September 30, 2010, we had over one million downloads, representing growth of 152% compared to the same period in 2009.

As of October 31, 2010, we had 140 employees, and we had local websites in 14 countries outside the U.S., including the United Kingdom, Germany, France, Spain, Italy and India.

Our Industry

Market Opportunity

As a distribution and advertising platform, we participate in both the online travel market and the online travel advertising market.

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Online Travel: A Large and Growing Market. The travel industry in the U.S., Europe and Asia Pacific accounted for $723 billion in global expenditures in 2009, and is projected to increase at a 3% compound annual growth rate, or CAGR, through 2011. Of this amount, approximately $216 billion, or 30% was purchased online in 2009 representing a 17% CAGR between 2005 and 2009. We believe that travel, with its research and information intensive nature, real time pricing, electronic fulfillment capabilities and thousands of travel options, is well suited for the online channel. Currently, online travel represents the largest category of e-commerce, with total sales exceeding the combined total of electronics, books, software, appliances and collectibles.

Key Online Travel Products. The two largest categories of online travel are airline ticket sales and hotel bookings. In 2009, airline ticket sales represented 52% of total online travel purchases, followed by hotel bookings at 25%. Hotel bookings are the fastest growing online travel category and are projected to grow at a 12% CAGR from 2009 through 2011. Given the significant differentiation among hotels, travelers will typically spend considerable time online researching a hotel stay, making hotel bookings highly suitable for the online channel.

Online Travel Advertising: A Large Opportunity to Grow Share of Total Advertising Spend. Travel represents one of the largest advertising categories, with advertisers spending $29 billion globally on travel-related advertising in 2009. Of this amount, only $4 billion, or 13%, was spent online with the remainder being spent primarily on traditional media. We believe that over time more travel advertising will move from offline to online as travel purchases continue to move online. Online travel advertising can also be a more efficient advertising channel, as it enables advertisers to directly target individuals who are researching and planning travel. The online travel advertising market is expected to reach $8 billion by 2014, a CAGR of 15% between 2009 and 2014.

Challenges of Our Industry

Challenges for Consumers. Travel product pricing and availability change frequently, and information is often fragmented across hundreds of travel sites. Traditional travel websites can be slow and confusing and often lack comprehensive search results. These limitations can make it frustrating for people to find, purchase and manage their travel online. As a result, we believe that travelers continue to search multiple sites for the best prices and options to meet their travel needs.

Challenges for Travel Suppliers and OTAs. Travel suppliers and OTAs face two main challenges. One is to distribute their travel products to as many travelers as possible, while still maintaining their brand and owning the customer relationship. In distributing their travel inventory through third party sites, they lose the opportunity to cross sell or upsell additional products and to build brand loyalty. The second challenge they face is to advertise their services to the right audience at the right time, in a cost effective manner. The majority of travel advertising dollars is currently spent in offline media channels, including TV, radio, print and outdoor campaigns. Offline travel advertising can be expensive, and its effectiveness can be difficult to measure and track. Online advertising offers many improvements to traditional advertising, but can still suffer from audience fragmentation, generic advertising placements and complex pricing schemes.

Our Strengths

We believe that KAYAK offers a better product for consumers, travel suppliers and OTAs.

KAYAK Provides a Fast, Intuitive and Comprehensive Travel Planning Experience. We use proprietary software and algorithms to quickly find, consolidate and sort travel information from hundreds of websites. We present these results through an intuitive interface, providing a single place for our users to plan their travel. Once a KAYAK user finds what they want to buy, we give them the flexibility to purchase directly from travel suppliers or OTAs.

KAYAK is a Technology-Driven Company Focused on Rapid Innovation and the User Experience. We have invested significant time and resources building a technology platform that delivers the best user experience

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possible. The majority of our employees are either software engineers or technologists, and we believe we have one of the strongest technology teams in the travel industry. We strive to innovate faster than our competitors, and we release new code to our websites almost every week.

KAYAK’s Users are Loyal. We believe that our users are loyal to our brands, products and services. According to a June 2010 study conducted by a market research company on our behalf, KAYAK is a leading brand among the major online travel sites in the U.S. for attributes such as “Finds all the best prices in one place” and “Smarter way to search for travel online.” Through the first nine months of 2010, 72% of our query volume was generated from people who directly visited our websites, and only 8% of our query volume was generated by users referred to us from general search engines.

KAYAK’s Proprietary Distribution and Advertising Platform is Optimized for the Travel Industry. We provide travel suppliers and OTAs with access to a valuable audience of people searching for travel information. Our query results include real-time pricing and availability information from travel suppliers and OTAs, from which a user can make a selection and be linked directly into the travel supplier’s or OTA’s purchase process. Our innovative platform allows advertisers to target their placements, create advertising content and link the user to the relevant page on the advertiser’s website, all based on the user’s search parameters.

KAYAK’s Unique Business Model is Highly Scalable. We designed our business model and technology platform to be highly scalable and cost efficient. Our software and systems have been designed from inception to handle significant growth in users and queries, without requiring significant re-engineering or major capital expenditures. In addition, we use a combination of our own proprietary software and a variety of public domain technologies so that as we continue to grow our user base, we do not incur significant additional software costs. Since all travel products are purchased by our users directly on the travel supplier’s or OTA’s website, we do not incur meaningful costs or overhead associated with fulfillment or customer service for those travel products. We have relatively low fixed operating costs, and the largest component of our variable operating cost is discretionary marketing.

The KAYAK Team Has Deep Industry Experience and Focus. Cofounders of Expedia, Travelocity and Orbitz formed KAYAK in 2004. Our team has extensive and longstanding relationships across the travel industry and, unlike general search engine companies, we focus on a single market category—online travel.

Our Growth Strategy

Continue to Improve and Expand Our Services. We are dedicated to offering people the best online travel planning experience. We will continue to improve and expand our offerings, adding new travel suppliers and OTAs to our query results, improving our search algorithms to enhance the speed and relevance of our query results, and adding new features to our websites and mobile applications.

Increase Consumer Awareness of Our Brands. We believe there is significant opportunity to increase the number of people who use our websites and mobile applications. In November 2009, we commenced a broad reach marketing program which resulted in our unaided awareness increasing to 20% as of September 2010 from 9% as of October 2009. We will continue to invest in broad reach marketing to increase our unaided awareness.

Grow Our Business Internationally. We operate websites in 14 countries outside of the U.S., including Germany, the United Kingdom, France, Spain, Italy and India. We believe that the international opportunity for our services is sizable and we intend to invest in both head count and marketing in 2011 and 2012.

Expand Our Position in Hotels. We believe that the hotel marketplace is well suited for our services, and we plan to increase the number of hotel queries we process. To capture this opportunity, we are improving our hotel query functionality, increasing our hotel-related marketing and search engine spending and improving cross-promotion of hotels in flight query results.

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Extend our Leadership Position in Mobile Applications. Mobile devices represent an important growth area in both audience and query volume. We have seen rapid adoption of our KAYAK mobile applications. We plan to extend our leadership position in travel-related mobile applications through continued product development to enhance the loyalty to our brand, products and services.

Risks Associated with Our Business

We are subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows and prospects. You should carefully consider these risks, including all of the risks discussed in the section entitled “Risk Factors,” beginning on page 8 of this prospectus, before investing in our common stock. Risks relating to our business include, among others:

• we may be unable to maintain or establish relationships with travel suppliers and OTAs;

• we primarily depend on a single third party to provide our airfare query results;

• competition from general search engine companies and other travel companies could adversely affect us;

• if travel suppliers or OTAs choose not to advertise with us or choose to reduce or even eliminate the fees they pay us, our financial performance could be materially adversely affected;

• if we do not continue to innovate and provide tools and services that are useful to travelers, and if we are unable to retain or motivate key personnel or hire, retain and motivate qualified personnel we may not remain competitive, and our revenues and operating results could suffer;

• we may be unable to maintain and increase KAYAK brand awareness and preference; and

• we have limited international experience and may be limited in our ability to expand into international markets.

Corporate Information

Our principal executive offices are located at 55 North Water Street, Suite 1, Norwalk, CT 06854 and our telephone number at that address is (203) 899-3100. Our corporate website address is www.kayak.com. We do not incorporate the information contained on, or accessible through, our corporate website into this prospectus, and you should not consider it part of this prospectus. We were originally incorporated in Delaware in 2004 under the name Travel Search Company, Inc. We changed our name to Kayak Software Corporation in August 2004.

Except where the context otherwise requires or where otherwise indicated, references herein to “KAYAK,” “we,” “our” and “us” refer to the operations of Kayak Software Corporation and its consolidated subsidiaries. Our operations consist primarily of our flagship website KAYAK.com, which is part of a global family of websites that includes kayak.co.uk, swoodoo.com and SideStep.com. We refer to these websites collectively as the KAYAK websites.

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THE OFFERING

Common stock offered by Kayak Software Corporation	shares
Common stock offered by the selling stockholders	shares
Total common stock offered in this offering	shares
Total common stock to be outstanding after this offering	shares
Use of proceeds	We expect to use the net proceeds from this offering for working capital and other general corporate purposes. We may also use a portion of the proceeds to expand our current business through acquisitions or investments in other strategic businesses, products or technologies. We have no commitments with respect to any such acquisitions or investments at this time.
	We will not receive any proceeds from the sale of shares by the selling stockholders. See “Use of Proceeds.”
Risk Factors	See “Risk Factors” for a discussion of factors that you should consider carefully before deciding whether to purchase shares of our common stock.
symbol	..

Except as otherwise indicated, all information in this prospectus:

• assumes no exercise of the underwriters’ over-allotment option;

• assumes the conversion of all outstanding shares of our Series A convertible preferred stock, Series A-1 convertible preferred stock, Series B convertible preferred stock, Series B-1 convertible preferred stock, Series C convertible preferred stock and Series D convertible preferred stock, collectively, our convertible preferred stock, into an aggregate of 26,767,656 shares of our common stock and conversion of all outstanding warrants into warrants to purchase shares of our common stock;

• assumes an initial public offering price of $             per share, the midpoint of the initial public offering price range indicated on the cover of this prospectus;

• excludes 103,904 shares issuable upon the exercise of warrants outstanding as of September 30, 2010 with a weighted average exercise price of $13.57 per share;

• excludes 6,862,226 shares issuable upon the exercise of options outstanding as of September 30, 2010 with a weighted average exercise price of $7.19 per share; and

• excludes 715,451 shares reserved for issuance pursuant to future grants of awards under our Third Amended and Restated 2005 Equity Incentive Plan and 2011 Equity Incentive Plan as of September 30, 2010.

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SUMMARY CONSOLIDATED HISTORICAL AND OPERATING DATA

The following summaries of our consolidated financial and operating data for the periods presented should be read in conjunction with “Selected Consolidated Financial and Operating Data,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus. The summary consolidated statements of operations data for the years ended December 31, 2007, 2008 and 2009 have been derived from our audited financial statements included elsewhere in this prospectus. The summary consolidated statements of operations data for the nine months ended September 30, 2009 and September 30, 2010 and the summary consolidated balance sheet data as of September 30, 2010 have been derived from our unaudited financial statements included elsewhere in this prospectus. In the opinion of management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments necessary for the fair presentation of our financial position and results of operations for these periods. The historical results presented below are not necessarily indicative of the results to be expected for any future period, and the results for any interim period may not necessarily be indicative of the results that may be expected for a full year.

	Years ended December 31,									Nine months ended September 30,
Consolidated Statements of Operating Data:	2007			2008			2009			2009			2010
(in thousands except share and per share amounts)										(unaudited)
Revenues	$	48,444		$	112,018		$	112,698		$	86,567		$	128,280
Costs and expenses
Cost of revenue		4,990			13,120			10,156			8,071			7,227
Marketing		33,624			56,841			57,389			36,020			69,139
Technology		4,292			10,382			10,708			8,077			9,723
Personnel		8,131			19,150			22,638			16,469			20,987
General and administrative		2,046			5,440			6,446			4,562			6,134
Total costs and expenses		53,083			104,933			107,337			73,199			113,210
(Loss) income from operations		(4,639	)		7,085			5,361			13,368			15,070
Other income (expense)		271			(1,569	)		(1,225	)		(1,350	)		1,244
Income tax expense (benefit)		—			415			(2,776	)		1,579			10,156
Net (loss) income	$	(4,368	)	$	5,101		$	6,912		$	10,439		$	6,158
Net (loss) income per common share
Basic	$	(1.67	)	$	(1.37	)	$	(0.92	)	$	0.05		$	(0.43	)
Diluted	$	(1.67	)	$	(1.37	)	$	(0.92	)	$	0.05		$	(0.43	)
Weighted average shares outstanding:
Basic		3,860,114			4,831,777			5,223,187			5,193,555			6,164,171
Diluted		3,860,114			4,831,777			5,223,187			5,193,555			6,164,171
Other Data:
Adjusted EBITDA (1)	$	(1,415	)	$	18,699		$	16,188		$	21,110		$	25,178
Capital expenditures	$	1,043		$	986		$	2,267		$	1,939		$	1,612
Queries (2)		238,449			434,540			458,594			342,873			469,048
Consolidated Balance Sheet Data:
										September 30, 2010			Pro Forma as Adjusted
Cash and cash equivalents										$	30,554
Working capital											50,866
Total assets											264,346
Total liabilities											36,293
Redeemable preferred stock											195,471
Total stockholders’ equity											32,582

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(1) Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization, or EBITDA, is a metric used by management to measure operating performance. EBITDA represents net income before other income (expense), net, income tax expense and depreciation and amortization. Adjusted EBITDA represents EBITDA excluding stock-based compensation expense. We present Adjusted EBITDA as a supplemental performance measure because we believe it facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures (affecting other income (expense), net), tax positions (such as the impact on periods or companies of changes in effective tax rates), the age and book depreciation of fixed assets (affecting relative depreciation expense), the impact of acquisitions and the impact of stock-based compensation expense. Because Adjusted EBITDA facilitates internal comparisons of operating performance on a more consistent basis, we also use Adjusted EBITDA in measuring our performance relative to that of our competitors. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our profitability or liquidity. We understand that although Adjusted EBITDA is frequently used by securities analysts, lenders and others in their evaluation of companies, Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

• adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

• although depreciation is a non-cash charge, the assets being depreciated will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and

• other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

The following table reconciles net income to Adjusted EBITDA for the periods presented and is unaudited:

	Year ended December 31,									Nine months ended September 30,
	2007			2008			2009			2009			2010
Net (loss) income	$	(4,368	)	$	5,101		$	6,912		$	10,439		$	6,158
Interest (income) expense		(209	)		2,163			(121	)		(58	)		(83	)
Income taxes		—			415			(2,776	)		1,579			10,156
Depreciation and amortization		1,485			5,214			5,380			4,023			4,923
EBITDA		(3,092	)		12,893			9,395			15,983			21,154
Stock-based compensation		1,739			6,400			5,447			3,719			5,185
Other (income) expense		(62	)		(594	)		1,346			1,408			(1,161	)
Adjusted EBITDA	$	(1,415	)	$	18,699		$	16,188		$	21,110		$	25,178

(2) Queries refer to user requests for travel information we process through our websites and mobile applications.

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RISK FACTORS

Risks Related to Our Business and Industry

We may be unable to maintain or establish relationships with travel suppliers and OTAs.

Our ability to attract travelers to our websites and use our mobile applications and our services depends in large part on providing a comprehensive set of query results. To do so, we maintain relationships with travel suppliers and OTAs to include their data in our query results. The loss of existing relationships with travel suppliers or OTAs, or an inability to continue to add new ones, may cause our query results to provide incomplete pricing, availability and other information important to travelers using our services. This deficiency could reduce traveler confidence in the query results we provide, making us less popular with travelers.

With respect to our flight and fare information, the willingness of airlines to participate in our query results can vary by carrier. Historically, Southwest Airlines has chosen not to include its pricing and availability information in our query results and those of other third parties. If we are unable to continue to display travel data from multiple airline carriers, it would reduce the breadth of our query results and the number of travelers using our services could decline, resulting in a loss of revenues and a decline in our operating results.

Recently, there has been an increase in domestic airline consolidation, including the 2008 merger between Delta Air Lines and Northwest Airlines, the 2010 merger between United Airlines and Continental Airlines and the recently announced merger of AirTran Airlines and Southwest Airlines. If one of our airline travel suppliers merges or consolidates with, or is acquired by, another company with which we do not have a relationship, we may lose that airline as a participant in our query results or as an advertiser. We could also lose an airline’s participation in the event of an airline bankruptcy.

Approximately 15% of the hotels displayed on our websites are comprised of five hotel chains. A loss of any one of these brand name hotel chains as a travel supplier, or a loss of any one of these chains as a provider of travel information to OTAs, could have a negative impact on our business, results of operations and financial condition.

In addition, many of our agreements with travel suppliers and OTAs are short-term agreements that may be terminated on 30 days’ notice. We cannot guarantee that travel suppliers and OTAs will continue to work with us. We may also be unable to negotiate access, pricing or other terms that are consistent or more favorable than our current terms. A failure to retain current terms or obtain more favorable terms with our travel suppliers and OTAs could harm our business and operating results.

We primarily depend on a single third party to provide our airfare query results.

We license faring engine software from ITA Software, Inc., or ITA, under an agreement which expires on December 31, 2013. This faring engine software provided approximately 42% of our overall airfare query results for the nine months ended September 30, 2010. We have invested significant time and resources to develop proprietary software and practices to optimize the output from ITA’s software for our websites and mobile applications.

We may be unable to renew our license with ITA, or we may be able do so only on terms that are less favorable to us, which could negatively impact our ability to quickly provide travelers with comprehensive airline pricing and availability information. Airline travel queries accounted for approximately 85% of the searches performed on our websites and mobile applications for the nine months ended September 30, 2010, and distribution revenues from airline queries represented approximately 26% of our revenues for the nine months ended September 30, 2010. We anticipate domestic queries will continue to represent a significant portion of our overall queries for the foreseeable future. Thus, a loss of access to ITA’s software or an adverse change in our costs associated with use of the ITA software, could have a significant negative effect on the comprehensiveness of our query results and on our revenues and operating results. Moreover, we believe that a significant number of

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travelers who use our websites and mobile applications for our non-air travel services first come to our site to conduct queries for airfare, and accordingly a loss, disruption or other negative impact on our airfare query results could also result in a significant decline in the use of, and financial performance of, our query services for non-air travel queries.

On July 1, 2010, Google, Inc., or Google, announced an agreement to acquire ITA. If completed, Google could pursue the creation of new flight search tools which will enable people to find comparable flight information on the Internet without using a service like ours. According to Experian Hitwise, in September 2010, approximately 30% of travel searches began with Google. Upon completion of its acquisition of ITA, this number could substantially increase, as Google may choose to offer services that directly compete with the services we offer. Google may also cause ITA not to renew any agreements with us, or to renew agreements with us on less favorable terms. If ITA or Google limit our access to the ITA software or any improvements to the software, increase the price we pay for it or refuse to renew our contract and we are unable to replace ITA with a comparable technology, we may be unable to operate our business effectively and our financial performance may suffer.

Competition from general search engine companies could adversely affect us.

Large, established Internet search engines with substantial resources and expertise in developing online commerce and facilitating Internet traffic are creating, and are expected to create further, inroads into online travel, both in the U.S. and internationally. For example, in addition to their proposed acquisition of ITA, Google is actively testing a travel search engine that displays hotel information and rates to travelers. Moreover, Microsoft acquired one of our competitors, Farecast.com, in 2008 and relaunched it as Bing Travel, a travel search engine which not only allows users to search for airfare and hotel reservations but also purports to predict the best time to purchase. These initiatives appear to represent a clear intention by Google and Microsoft to appeal more directly to travel consumers and travel suppliers by providing more specific travel-related search results, which could lead to more travelers using services offered by Google or Bing instead of those offered on our websites and mobile applications. For example, if Google chooses to provide comprehensive travel search results such as flight and hotel pricing and availability, and further chooses to integrate such offerings with other Google services such as Google maps and weather information, then the number of users that visit our websites and our ability to attract advertising dollars could be negatively impacted. Google or other leading search engines could choose to direct general searches on their respective websites to their own travel search service and/or materially improve search speed through hardware investments, which also could negatively impact the number of users that visit our websites and our ability to attract advertising dollars. If Google or other leading search engines are successful in offering services that directly compete with ours, we could lose traffic to our websites and mobile applications, which could have a material adverse effect on our business, results of operations and financial condition.

If travel suppliers or OTAs choose not to advertise with us, or choose to reduce or even eliminate the fees they pay us, our financial performance could be materially adversely affected.

Our current financial model depends almost entirely on fees paid by travel suppliers and OTAs for referrals from our query results and advertising placements. Since we do not have long-term contracts with most of the travel suppliers or OTAs who use our services, these travel suppliers or OTAs could choose to modify or discontinue their relationship with us with little to no advanced notice to us. These changes may include a cessation in the provision of travel data to us, or a reduction in our compensation.

During the nine months ended September 30, 2010, our top ten travel suppliers and OTAs accounted for approximately 69% of our total revenues for that period. In particular, for the nine months ended September 30, 2010, Expedia and its affiliates, including its Hotels.com and Hotwire subsidiaries, accounted for 25% of our total revenues. Also during this period, Orbitz and its affiliates, including its CheapTickets and ebookers subsidiaries, accounted for 19% of our total revenues. If our relationship with any of our top travel suppliers or OTAs were to end or otherwise be materially reduced, our revenues and operating results could experience significant decline.

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If we do not continue to innovate and provide tools and services that are useful to travelers, we may not remain competitive, and our revenues and operating results could suffer.

Our success depends on continued innovation to provide features and services that make our websites and mobile applications useful for travelers. Our competitors are constantly developing innovations in online travel-related services and features. As a result, we must continue to invest significant resources in research and development in order to continually improve the speed, accuracy and comprehensiveness of our services. If we are unable to provide quality features and services that travelers want to use, then travelers may become dissatisfied and use a competitor’s website or mobile applications. If we are unable to continue offering innovative products and services, we may be unable to attract additional users or retain our current users, which could adversely affect our business, results of operations and financial condition.

We may be unable to maintain and increase KAYAK brand awareness and preference.

We rely heavily on the KAYAK brand. Awareness, perceived quality and perceived differentiated attributes of the KAYAK brand are important aspects of our efforts to attract and expand the number of travelers who use our websites and mobile applications. Since many of our competitors have more resources than we do, and can spend more advertising their brands and services, we are required to spend considerable money and other resources to preserve and increase our brand awareness. Should the competition for top-of-mind awareness and brand preference increase among online travel services, we may not be able to successfully maintain or enhance the strength of our brand. Even if we are successful in our branding efforts, such efforts may not be cost effective. If we are unable to maintain or enhance traveler and advertiser awareness of our brand cost effectively, our business, results of operations and financial condition would be adversely affected.

In November 2009, we began a broad-reach marketing campaign that included television commercials and signage advertising in major U.S. airports. We do not know if these additional marketing investments will result in new or additional travelers visiting our websites or using our mobile applications. If we are unable to recover these additional costs through an increase in the number of travelers using our services, we will likely experience a decline in our financial results.

We have registered domain names for websites that we use in our business, such as KAYAK.com, kayak.co.uk, swoodoo.com and SideStep.com. If we lose the ability to use a domain name, we would be forced to incur significant expenses to market our services under a new domain name, which could substantially harm our business. In addition, our competitors could attempt to capitalize on our brand recognition by using domain names similar to ours. Domain names similar to ours have been registered in the U.S. and elsewhere, and in some countries the top level domain name “kayak” is owned by other parties. We may be unable to prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of, our brand or our trademarks or service marks. Protecting and enforcing our rights in our domain names and determining the rights of others may require litigation, which could result in substantial costs and diversion of management attention.

Competition from other travel companies could adversely affect us.

We operate in the highly competitive online travel category. Many of our current and potential competitors, including general search engines, OTAs, travel supplier websites and other travel websites, have existed longer and have larger customer bases, greater brand recognition and significantly greater financial, marketing, personnel, technical and other resources than KAYAK. Some of these competitors may be able to secure services on more favorable terms. In addition, many of these competitors may be able to devote significantly greater resources to:

• marketing and promotional campaigns;

• attracting and retaining key employees;

• securing participation of travel suppliers and access to travel information, including proprietary or exclusive content;

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• website and systems development; and

• enhancing the speed at which their services return user search results.

In addition, consolidation of travel suppliers and OTAs could limit the comprehensiveness of our query results and the need for our services and could result in advertisers terminating their relationships with us.

Increased competition could result in reduced operating margins and loss of market share. There can be no assurance that we will be able to compete successfully against current and future competitors or that competition will not have a material adverse effect on our business, results of operations and financial condition.

Our business could be negatively affected by changes in general search engine algorithms and dynamics or termination of traffic-generating arrangements.

We use Internet search engines, principally through the purchase of travel-related keywords, to generate traffic to our websites. Approximately 8% of our user queries during the nine months ended September 30, 2010 resulted from searches initially entered on general search engine websites. Search engines, such as Google, frequently update and change the logic which determines the placement and ordering of results of a user’s search, which may reduce the effectiveness of the keywords we have purchased. If a major search engine, such as Google, changes its algorithms in a manner that negatively affects the search engine ranking of our websites, or changes its pricing, operating or competitive dynamics to our disadvantage, our business, results of operations and financial condition could be adversely affected. For the nine months ended September 30, 2010 we received 15% of our advertising revenue and 8% of our total revenues from Google. Our contract with Google expires on December 31, 2010. We also rely to a certain extent on advertisements that we place on contextual travel search engines such as Lowfares.com. Approximately 15% of our user queries during the nine months ended September 30, 2010 resulted from traffic-generating arrangements. A loss of one or more of these traffic-generating arrangements as an advertising channel could result in fewer people using our services.

We have limited international experience and may be limited in our ability to expand into international markets.

We operate websites in 14 countries outside of the U.S., and we generated less than 10% of our net revenues for the nine months ended September 30, 2010 from our international operations. Our senior management team is located in the U.S. and has limited international experience. We believe that international expansion will be important to our future growth, and therefore we currently expect that our international operations will increase. As our international operations expand, we will face increasing risks resulting from operations in multiple countries, including:

• differences and unexpected changes in regulatory requirements and exposure to local economic conditions;

• limits on our ability to enforce our intellectual property rights;

• restrictions on the repatriation of non-U.S. investments and earnings back to the U.S., including withholding taxes imposed by certain foreign jurisdictions;

• requirements to comply with a number of U.S. and international regulations, including the Foreign Corrupt Practices Act;

• uncertainty over our ability to legally enforce our contractual rights; and

• currency exchange rate fluctuations.

To the extent we are not able to effectively mitigate or eliminate these risks, our results of operations could be adversely affected. Furthermore, any failure by us to adopt appropriate compliance procedures to ensure that our employees and agents comply with applicable laws and regulations in foreign jurisdictions could result in substantial penalties or restrictions on our ability to conduct business in certain foreign jurisdictions.

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Some of our plans for expansion include operating in international markets where we have limited operating experience. These markets may have different competitive conditions, traveler preferences and discretionary spending patterns than the U.S. travel market. As a result, our international operations may be less successful than our U.S. operations. Travelers in other countries may not be familiar with our brands, and we may need to build brand awareness in such countries through greater investments in advertising and promotional activity than we originally planned. In addition, we may find it difficult to effectively hire, manage, motivate and retain qualified employees who share our corporate culture. We may also have difficulty entering into new agreements with foreign travel suppliers and OTAs on economically favorable terms.

Our failure to manage growth effectively could harm our business and operating results.

Our culture is important to us. We believe it has been a major contributor to our success. As we grow, however, we may have difficulty maintaining our culture or adapting it sufficiently to meet the needs of our operations. Failure to maintain our culture could negatively impact our operations and business results.

We have rapidly and significantly expanded our operations and anticipate expanding further to pursue our growth strategy. The number of our employees worldwide has grown from less than 35 in 2006, to 140 as of October 31, 2010. Such expansion increases the complexity of our business and places a significant strain on our management, operations, technical performance, financial resources and internal control over financial reporting functions.

There can be no assurance that we will be able to manage our expansion effectively. Our current and planned personnel, systems, procedures and controls may not be adequate to support and effectively manage our future operations, especially as we employ personnel in multiple geographic locations. We may not be able to hire, train, retain, motivate and manage required personnel, which may limit our growth, damage our reputation and negatively affect our financial performance and harm our business.

We may not be able to expand our business model beyond providing travelers with travel query results.

We plan to expand our business model beyond helping travelers search for travel by offering additional services and tools, including assisted booking services through mobile applications and our websites. This growth strategy depends on various factors, including the willingness of travel suppliers and OTAs to participate in our assisted booking services, as well as travelers’ use of these other new services and a willingness to trust us with their personal information. These newly launched services may not succeed, and, even if we are successful, our revenues may not increase. These new services could also increase our operating costs and result in costs that we have not incurred in the past, including customer service.

We are dependent on the leisure travel industry.

Our financial prospects are significantly dependent upon leisure travelers using our services. Leisure travel, including leisure airline tickets, hotel room reservations and rental car reservations, is dependent on personal discretionary spending levels. Leisure travel services tend to decline, along with the advertising dollars spent by travel suppliers, during general economic downturns and recessions. The current worldwide economic conditions have led to a general decrease in leisure travel and travel spending, which has negatively impacted the demand for our services.

Events beyond our control also may adversely affect the leisure travel industry, with a corresponding negative impact on our business and results of operations. Natural disasters, including hurricanes, tsunamis, earthquakes or volcanic eruptions, as well as other natural phenomena, such as outbreaks of H1N1 influenza (swine flu), avian flu and other pandemics and epidemics, have disrupted normal leisure travel patterns and levels. The leisure travel industry is also sensitive to other events beyond our control, such as work stoppages or labor unrest at any of the major airlines, political instability, regional hostilities, increases in fuel prices, imposition of taxes or surcharges by regulatory authorities, travel related accidents and terrorist attacks, any of

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which could have an impact on our business and results of operations. Although the September 2001 terrorist attacks in the U.S. occurred before we were formed, those attacks had a dramatic and sustained impact on the leisure travel industry, and any future terrorist attack, whether on a small or large scale, could have a material and negative impact on our business and results of operations.

We rely on the performance of highly skilled personnel, and if we are unable to retain or motivate key personnel or hire, retain and motivate qualified personnel, our business would be harmed.

We believe our success has depended, and continues to depend, on the efforts and talents of our senior management and our highly skilled team members. Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. The loss of any of our senior management or key employees could materially adversely affect our ability to build on the efforts they have undertaken and to execute our business plan, and we may not be able to find adequate replacements. In particular, the contributions of certain key senior management in the U.S. are critical to our overall success. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees. We do not maintain any key person life insurance policies.

Competition for well-qualified employees in all aspects of our business, including software engineers and other technology professionals, is intense both in the U.S. and abroad. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate existing employees. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business would be adversely affected.

We process, store and use personal data which exposes us to risks of internal and external security breaches and could give rise to liabilities as a result of governmental regulation and differing personal privacy rights.

We may acquire personal or confidential information from travelers who use our websites and mobile applications. Substantial or ongoing security breaches to our system, whether resulting from internal or external sources, could significantly harm our business. It is possible that advances in computer circumvention capabilities, new discoveries or other developments, including our own acts or omissions, could result in a compromise or breach of personal and confidential traveler information.

We cannot guarantee that our existing security measures will prevent security breaches or attacks. A party, whether internal or external, that is able to circumvent our security systems could steal traveler information or proprietary information or cause significant interruptions in our operations. In the past we have experienced “denial-of-service” type attacks on our system that have made portions of our website unavailable for periods of time. We may need to expend significant resources to protect against security breaches or to address problems caused by breaches, and reductions in website availability could cause a loss of substantial business volume during the occurrence of any such incident. The risk of such security breaches is likely to increase as we expand the number of places where we operate and as the tools and techniques used in these types of attacks become more advanced. Security breaches could result in negative publicity, damage our reputation, expose us to risk of loss or litigation and possible liability and subject us to regulatory penalties and sanctions. Security breaches could also cause travelers and potential users to lose confidence in our security, which would have a negative effect on the value of our brand. Our insurance policies carry low coverage limits and would likely not be adequate to reimburse us for losses caused by security breaches.

Companies that we have acquired, and that we may acquire in the future, may employ security and networking standards at levels we find unsatisfactory. The process of enhancing infrastructure to improve security and network standards may be time consuming and expensive and may require resources and expertise that are difficult to obtain. Acquisitions could also increase the number of potential vulnerabilities and could cause delays in detection of an attack, or the timelines of recovery from an attack. Failure to adequately protect against attacks or intrusions could expose us to security breaches of, among other things, personal user data and credit card information that would have an adverse impact on our business, results of operations and financial condition.

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We also face risks associated with security breaches affecting third parties conducting business over the Internet. People generally are concerned with security and privacy on the Internet, and any publicized security problems could inhibit the growth of our business. Additionally, security breaches at third parties upon which we rely, such as travel suppliers, could result in negative publicity, damage our reputation, expose us to risk of loss or litigation and possible liability and subject us to regulatory penalties and sanctions.

We currently facilitate the purchase of airlines tickets through our mobile applications by allowing travelers to provide us with their personally identifiable information, including credit card information, and assisting them in completing transactions directly with travel suppliers. In the future, we may provide this assistance directly on our websites. In connection with facilitating these transactions, we receive and store certain personally identifiable information, including credit card information. This information is increasingly subject to legislation and regulations in numerous jurisdictions around the world, including the Commission of the European Union through its Data Protection Directive and variations of that directive in the member states of the European Union. Government regulation is typically intended to protect the privacy of personal information that is collected, processed and transmitted in or from the governing jurisdiction. We could be adversely affected if legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business, results of operations and financial condition.

Litigation could distract management, increase our expenses or subject us to material money damages and other remedies.

We are involved in various legal proceedings, including, but not limited to, actions relating to breach of contract and intellectual property infringement that involve claims for substantial amounts of money or for other relief or that might necessitate changes to our business or operations. Please see the discussion regarding those matters in the section entitled “Business—Legal Proceedings.” Regardless of whether any claims against us are valid, or whether we are ultimately held liable or subject to payment of damages, claims may be expensive to defend and may divert management’s time away from our operations. If any legal proceedings were to result in an unfavorable outcome, it could have a material adverse effect on our business, financial position and results of operations. Any adverse publicity resulting from actual or potential litigation may also materially and adversely affect our reputation, which in turn could adversely affect our results.

Companies in the Internet, technology and media industries are frequently subject to allegations of infringement or other violations of intellectual property rights. We are currently subject to a patent infringement claim and may be subject to future claims relating to intellectual property rights. As we grow our business and expand our operations we may be subject to intellectual property claims by third parties. We plan to vigorously defend our intellectual property rights and our freedom to operate our business; however, regardless of the merits of the claims, intellectual property claims are often time-consuming and extremely expensive to litigate or settle, and are likely to continue to divert managerial attention and resources from our business objectives. Successful infringement claims against us could result in significant monetary liability or prevent us from operating our business, or portions of our business. Resolution of claims may require us to obtain licenses to use intellectual property rights belonging to third parties, which may be expensive to procure, or we may be required to cease using intellectual property altogether. Many of our agreements with travel suppliers, OTAs and other partners require us to indemnify these entities against third-party intellectual property infringement claims, which would increase our defense costs and may require that we pay damages if there were an adverse ruling in any such claims. Any of these events could have a material adverse effect on our business, results of operations or financial condition.

Acquisitions and investments could result in operating difficulties, dilution and other harmful consequences.

We have acquired a number of businesses in the past, including our acquisitions of SideStep, Inc., or SideStep, and swoodoo AG, or swoodoo. We expect to continue to evaluate and enter into discussions regarding

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a wide array of potential strategic transactions. Any transactions that we enter into could be material to our financial condition and results of operations. The process of integrating an acquired company, business or technology may create unforeseen operating difficulties and expenditures. The areas where we face risks include:

• diversion of management time and focus from operating our business to acquisition integration challenges;

• implementation or remediation of controls, procedures and policies at the acquired company;

• coordination of product, engineering and sales and marketing functions;

• retention of employees from the businesses we acquire;

• liability for activities of the acquired company before the acquisition;

• litigation or other claims in connection with the acquired company; and

• in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries.

Our failure to address these risks or other problems encountered in connection with our past or future acquisitions and investments could cause us to fail to realize the anticipated benefits of such acquisitions or investments, incur unanticipated liabilities and harm our business generally.

The requirements of being a public company may strain our resources and distract our management.

Following the completion of this offering, we will be required to comply with various regulatory and reporting requirements, including those required by the Securities and Exchange Commission, or the SEC. Complying with these reporting and other regulatory requirements will be time-consuming and will result in increased costs to us and could have a negative effect on our business, results of operations and financial condition.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and requirements of the Sarbanes-Oxley Act of 2002, as amended, or SOX. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The SOX requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we will need to commit significant resources, hire additional staff and provide additional management oversight. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. Sustaining our growth also will require us to commit additional management, operational and financial resources to identify new professionals to join our firm and to maintain appropriate operational and financial systems to adequately support expansion. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Fluctuations in our financial results make quarterly comparisons and financial forecasting difficult.

Our revenues and operating results have varied significantly from quarter to quarter because our business experiences seasonal fluctuations, which reflect seasonal trends for the travel products distributed through and advertised on our platform. Traditional leisure travel bookings in the U.S. and Europe are generally higher in the second and third calendar quarters of the year as travelers take spring and summer vacations. In the fourth quarter of the calendar year, demand for travel services in the U.S. and Europe generally declines. We have seen and expect to continue to see, that the most significant portion of our revenues will be earned in the second and third quarters. The current state of the global economic environment, combined with the seasonal nature of our

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business and our relatively limited operating history, makes forecasting future operating results difficult. Because our business is changing and evolving, our historical operating results may not be useful to you in predicting our future operating results. Advertising spending has historically been cyclical in nature, reflecting overall economic conditions as well as individual travel patterns. Our rapid growth has tended to mask the cyclicality and seasonality of our business. As our growth rate slows, the cyclicality and seasonality in our business will become more pronounced and cause our operating results to fluctuate.

Any significant disruption in service on our websites or in our computer systems, which are currently hosted primarily by third-party providers, could damage our reputation and result in a loss of users, which would harm our business and operating results.

Our brands, reputation and ability to attract and retain travelers to use our websites and mobile applications depend upon the reliable performance of our network infrastructure and content delivery processes. We have experienced interruptions in these systems in the past, including server failures that temporarily slowed down the performance of our websites and mobile applications, and we may experience interruptions in the future. Interruptions in these systems, whether due to system failures, computer viruses or physical or electronic break-ins, could affect the security or availability of our services on our websites and mobile applications and prevent or inhibit the ability of travelers to access our services. Problems with the reliability or security of our systems could harm our reputation, and damage to our reputation and the cost of remedying these problems could negatively affect our business, financial condition and results of operations.

Substantially all of the communications, network and computer hardware used to operate our website are located at facilities in Medford and Somerville, Massachusetts and, with respect to our swoodoo operations, Freiburg, Germany. We do not own or control the operation of these facilities. Our systems and operations are vulnerable to damage or interruption from fire, flood, power loss, telecommunications failure, terrorist attacks, acts of war, electronic and physical break-ins, computer viruses, earthquakes and similar events. The occurrence of any of the foregoing events could result in damage to our systems and hardware or could cause them to fail completely, and our insurance may not cover such events or may be insufficient to compensate us for losses that may occur. Our systems are not completely redundant, so a failure of our system at one site could result in reduced functionality for our travelers, and a total failure of our systems at both U.S. sites could cause our websites or mobile applications to be inaccessible by our travelers. Problems faced by our third-party web hosting providers with the telecommunications network providers with which they contract or with the systems by which they allocate capacity among their customers, including us, could adversely affect the experience of our travelers. Our third-party web hosting providers could decide to close their facilities without adequate notice. Any financial difficulties, such as bankruptcy reorganization, faced by our third-party web hosting providers or any of the service providers with whom they contract may have negative effects on our business, the nature and extent of which are difficult to predict. If our third-party web hosting providers are unable to keep up with our growing needs for capacity, this could have an adverse effect on our business. Any errors, defects, disruptions or other performance problems with our services could harm our reputation and have an adverse effect on our business, financial condition and results of operations.

Governmental regulation and associated legal uncertainties may adversely affect our business.

Many of the services we offer are regulated by federal and state governments, and our ability to provide these services is and will continue to be affected by government regulations. The implementation of unfavorable regulations or unfavorable interpretations of existing regulations by courts or regulatory bodies could require us to incur significant compliance costs, cause the development of the affected markets to become impractical and otherwise have a material adverse effect on our business, results of operations and financial condition.

In addition, our business strategy involves expansion into regions around the world, many of which have different legislation, regulatory environments, tax laws and levels of political stability. Compliance with foreign legal, regulatory or tax requirements will place demands on our time and resources, and we may nonetheless experience unforeseen and potentially adverse legal, regulatory or tax consequences.

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We assist with the processing of customer credit card transactions which results in us receiving and storing personally identifiable information. This information is increasingly subject to legislation and regulations in numerous jurisdictions around the world. This legislation and regulation is generally intended to protect the privacy and security of personal information, including credit card information, that is collected, processed and transmitted in or from the governing jurisdiction. We could be adversely affected if government regulations require us to significantly change our business practices with respect to this type of information.

Fluctuations in foreign currency exchange rates affect financial results in U.S. dollar terms.

A portion of our revenues come from international operations. Revenues generated and expenses incurred by our international subsidiaries are often denominated in local currencies. As a result, our consolidated U.S. dollar financial statements are subject to fluctuations due to changes in exchange rates as the financial results of our international subsidiaries are translated from local currencies into U.S. dollars. Our financial results are subject to changes in exchange rates that impact the settlement of transactions in non local currencies.

Risks Related to Our Intellectual Property

We may not be able to adequately protect our intellectual property, which could harm the value of our brands and adversely affect our business.

We regard our intellectual property as critical to our success, and we rely on trademark, copyright and patent law, trade secret protection and confidentiality and/or license agreements to protect our proprietary rights. If we are not successful in protecting our intellectual property, it could have a material adverse effect on our business, results of operations and financial condition.

While we believe that our issued patents and pending patent applications help to protect our business, there can be no assurance that our operations do not, or will not, infringe valid, enforceable third-party patents of third parties or that competitors will not devise new methods of competing with us that are not covered by our patents or patent applications. There can also be no assurance that our patent applications will be approved, that any patents issued will adequately protect our intellectual property, or that such patents will not be challenged by third parties or found to be invalid or unenforceable or that our patents will be effective in preventing third parties from utilizing a copycat business model to offer the same service in one or more categories. Moreover, we rely on intellectual property and technology developed or licensed by third parties, and we may not be able to obtain or continue to obtain licenses and technologies from these third parties at all or on reasonable terms.

Effective trademark, service mark, copyright and trade secret protection may not be available in every country in which our services are provided. The laws of certain countries do not protect proprietary rights to the same extent as the laws of the U.S. and, therefore, in certain jurisdictions, we may be unable to protect our proprietary technology adequately against unauthorized third party copying or use, which could adversely affect our competitive position. We have licensed in the past, and expect to license in the future, certain of our proprietary rights, such as trademarks or copyrighted material, to third parties. These licensees may take actions that might diminish the value of our proprietary rights or harm our reputation, even if we have agreements prohibiting such activity. Also to the extent third parties are obligated to indemnify us for breaches of our intellectual property rights, these third parties may be unable to meet these obligations. Any of these events could have a material adverse effect on our business, results of operations or financial condition.

Claims by third parties that we infringe their intellectual property rights could result in significant costs and have a material adverse effect on our business, results of operations or financial condition.

We are currently subject to a patent infringement claim. Please see the discussion regarding this claim in the section entitled “Business—Legal Proceedings.” We may be subject to future claims relating to our intellectual property rights. As we grow our business and expand our operations we expect that we will continue to be subject to intellectual property claims. Resolving claims may require us to obtain licenses to use intellectual

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property rights belonging to third parties, which may be expensive to procure, or we may be required to cease using intellectual property altogether. Any of these events could have a material adverse effect on our business, results of operations or financial condition.

Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.

A substantial amount of our processes and technologies is protected by trade secret laws. In order to protect these technologies and processes, we rely in part on confidentiality agreements with our employees, licensees, independent contractors and other advisors. These agreements may not effectively prevent disclosure of confidential information, including trade secrets, and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover our trade secrets and proprietary information, and in such cases we could not assert any trade secret rights against such parties. To the extent that our employees, contractors or other third parties with which we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Laws regarding trade secret rights in certain markets in which we operate may afford little or no protection to our trade secrets. The loss of trade secret protection could make it easier for third parties to compete with our products by copying functionality. In addition, any changes in, or unexpected interpretations of, the trade secret and other intellectual property laws in any country in which we operate may compromise our ability to enforce our trade secret and intellectual property rights. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our business, revenue, reputation and competitive position.

Our use of “open source” software could adversely affect our ability to offer our services and subject us to possible litigation.

We use open source software in connection with our development. From time to time, companies that use open source software have faced claims challenging the use of open source software and/or compliance with open source license terms. We could be subject to suits by parties claiming ownership of what we believe to be open source software, or claiming noncompliance with open source licensing terms. Some open source licenses require users who distribute software containing open source to make available all or part of such software, which in some circumstances could include valuable proprietary code of the user. While we monitor the use of open source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, in part because open source license terms are often ambiguous. Any requirement to disclose our proprietary source code or pay damages for breach of contract could be harmful to our business, results of operations or financial condition, and could help our competitors develop products and services that are similar to or better than ours.

Risks Related to this Offering and Ownership of Our Common Stock

Our securities have no prior market and an active trading market may not develop, which may cause our common stock to trade at a discount from the initial public offering price.

Prior to this offering, there has been no public market for our common stock. The initial public offering price for our common stock will be determined through negotiations between us and the representatives of the underwriters and may not be indicative of the market price of our common stock after this offering. If you purchase shares of our common stock, you may not be able to resell those shares at or above the initial public offering price. We cannot predict the extent to which investor interest in us will lead to the development of an active trading market on                      or otherwise or how liquid that market might become. An active public market for our common stock may not develop or be sustained after the offering. If an active public market does not develop or is not sustained, it may be difficult for you to sell your shares of common stock at a price that is attractive to you, or at all.

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Our stock price may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price and the price of our common stock may fluctuate significantly.

After this offering, the market price for our common stock is likely to be volatile, in part because our shares have not been traded publicly. In addition, the market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including:

• traveler preferences and competition from other travel sites;

• changes in general economic or market conditions or trends in our industry or the economy as a whole and, in particular, in the leisure travel environment;

• changes in key personnel;

• entry into new geographic markets;

• actions and announcements by us or our competitors or significant acquisitions, divestitures, strategic partnerships, joint ventures or capital commitments;

• changes in operating performance and stock market valuations of other Internet companies;

• investors’ perceptions of our prospects and the prospects of the online travel industry;

• fluctuations in quarterly operating results, as well as differences between our actual financial and operating results and those expected by investors;

• the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;

• announcements relating to litigation;

• guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;

• changes in financial estimates or ratings by any securities analysts who follow our common stock, our failure to meet these estimates or failure of those analysts to initiate or maintain coverage of our common stock;

• the development and sustainability of an active trading market for our common stock;

• future sales of our common stock by our officers, directors and significant stockholders; and

• changes in accounting principles.

These and other factors may lower the market price of our common stock, regardless of our actual operating performance. As a result, our common stock may trade at prices significantly below the initial public offering price.

The stock markets, including                    , have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many Internet companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business.

Future sales of our common stock, or the perception in the public markets that these sales may occur, may depress our stock price.

Sales of substantial amounts of our common stock in the public market after this offering, or the perception that these sales could occur, could adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional shares. Upon completion of this offering, we will have approximately

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         shares of common stock outstanding. Our shares of common stock offered in this offering will be freely tradable without restriction under the Securities Act, except for any shares of our common stock that may be held or acquired by our directors, executive officers and other affiliates, as that term is defined in the Securities Act, which will be restricted securities under the Securities Act. Restricted securities may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available.

KAYAK, each of our officers, directors, all of the selling stockholders and substantially all of our other existing stockholders have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of the shares of our common stock or securities convertible into or exchangeable for shares of our common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, without the prior written consent of Morgan Stanley & Co. Incorporated, or Morgan Stanley. See “Underwriters” for a more detailed description of the terms of these “lock-up” arrangements. All of our shares of common stock outstanding as of the date of this prospectus may be sold in the public market by existing stockholders 180 days after the date of this prospectus, subject to applicable volume and other limitations imposed under federal securities laws. See “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling shares of our common stock after this offering. Sales by our existing stockholders of a substantial number of shares in the public market, or the threat of a substantial sale, could cause the market price of our common stock to decrease significantly.

In the future, we may also issue our securities in connection with investments or acquisitions. The amount of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of our common stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to you.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our company, the trading price for our common stock would be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of the analysts who cover us downgrades our common stock or publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which could cause our stock price and trading volume to decline.

Our internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

We are evaluating our internal controls over financial reporting in order to allow management to report on, and our independent registered public accounting firm to attest to, our internal controls over financial reporting, as required by Section 404 of SOX, and rules and regulations of the SEC thereunder, which we refer to as Section 404. We are in the process of documenting and testing our internal control procedures in order to satisfy the requirements of Section 404.

As we continue our evaluation, we may identify material weaknesses that we may not be able to remediate in time to meet the December 31, 2011 deadline imposed by SOX, for compliance with the requirements of Section 404. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404. We cannot be certain as to the timing of completion of our evaluation, testing and any remediation actions or the impact of the same on our operations. If we are not able to implement the requirements of

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Section 404 in a timely manner or with adequate compliance, our independent registered public accounting firm may not be able to opine as to the effectiveness of our internal control over financial reporting and we may be subject to sanctions or investigation by regulatory authorities, such as the SEC. As a result, there could be a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. In addition, we may be required to incur costs in improving our internal control system and the hiring of additional personnel. Any such action could negatively affect our results of operations and cash flows.

Our management and other affiliates have significant control of our common stock and could control our actions in a manner that conflicts with the interests of other stockholders.

After giving effect to the offering, our executive officers, directors and their affiliated entities together will beneficially own approximately                 % of our outstanding capital stock, assuming the exercise of options, warrants and other common stock equivalents, which are currently exercisable and held by these stockholders. As a result, these stockholders, acting together, will be able to exercise considerable influence over matters requiring approval by our stockholders, including the election of directors, and may not always act in the best interests of other stockholders. Such a concentration of ownership may have the effect of delaying or preventing a change in our control, including transactions in which our stockholders might otherwise receive a premium for their shares over then current market prices.

We do not expect to pay any cash dividends for the foreseeable future.

The continued operation and growth of our business will require substantial cash. Accordingly, we do not anticipate that we will pay any cash dividends on shares of our common stock for the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations, financial condition, contractual restrictions relating to indebtedness we may incur, restrictions imposed by applicable law and other factors our board of directors deems relevant. Accordingly, if you purchase shares in this offering, realization of a gain on your investment will depend on the appreciation of the price of our common stock, which may never occur. Investors seeking cash dividends in the foreseeable future should not purchase our common stock.

Antitakeover provisions in our charter documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable.

Our amended and restated certificate of incorporation and amended and restated by-laws to be in effect upon completion of this offering will contain provisions that may make the acquisition of us more difficult without the approval of our board of directors. These provisions, among other things:

• authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include supermajority voting, special approval, dividend or other rights or preferences superior to the rights of the holders of common stock;

• prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;

• provide that our board of directors is expressly authorized to make, alter or repeal our amended and restated by-laws; and

• establish advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

These antitakeover provisions and other provisions under Delaware law may prevent new investors from influencing significant corporate decisions, could discourage, delay or prevent a transaction involving a change-in-control, even if doing so would benefit our stockholders. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains forward-looking statements concerning our business, operations and financial performance and condition as well as our plans, objectives and expectations for our business operations and financial performance and condition. Any statements that are not of historical facts may be deemed to be forward-looking statements. You can identify these statements by words such as “aim,” “anticipate,” “assume,” “believe,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “positioned,” “predict,” “should,” “target,” “will,” “would” and other similar expressions or words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. All of our forward-looking statements are subject to risks and uncertainties that may cause our actual results to differ materially from our expectations. Factors that may cause such differences include, but are not limited to, the risks described under “Risk Factors,” including:

• our ability to maintain or establish relationships with travel suppliers and OTAs;

• our dependence on a single third party to provide our airfare query results;

• our ability to remain competitive by continuing to innovate and provide tools and services that are useful to travelers;

• competition from other travel companies;

• impact on us of changes in general search engine algorithms of major search engines, such as Google, or termination of traffic-generating arrangements with contextual travel search engines;

• our ability to expand our business model beyond providing travelers with travel search results;

• limitations on our ability to expand into and operate in international markets;

• sensitivity of the leisure travel industry to general economic downturns and recessions, natural disasters and other natural phenomena;

• our dependence upon key executive management or our ability to hire or retain additional personnel;

• impact of litigation in which we currently are, or in the future may be, a party;

• failure of our security measures to prevent internal or external security breaches of personal data processed, stored or used by us;

• any significant disruption in service on our website or in our computer systems, which are currently hosted primarily by third-party providers;

• governmental regulation and associated legal uncertainties;

• our ability to adequately protect our intellectual property rights;

• failure of our confidentiality agreements to effectively prevent disclosure of confidential information, including trade secrets, and to provide an adequate remedy in the event of unauthorized disclosure of confidential information; and

• increased strains on our resources of being a public company.

We derive many of our forward-looking statements from our own operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under “Risk Factors” and “Management’s Discussion and

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Analysis of Financial Condition and Results of Operations” in this prospectus. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements contained in this prospectus as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements made in this prospectus in the context of these risks and uncertainties.

This prospectus also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. We obtained the industry and market data in this prospectus from our own research as well as from industry and general publications, surveys and studies conducted by third parties, some of which may not be publicly available. This data involves a number of assumptions and limitations and contains projections and estimates of the future performance of the industries in which we operate that are subject to a high degree of uncertainty. We caution you not to give undue weight to such projections, assumptions and estimates. While we believe that these publications, studies and surveys are reliable, we have not independently verified the data contained in them.

Potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. These forward-looking statements speak only as of the date of this prospectus. Unless required by law, we do not intend to update or revise any forward-looking statements publicly to reflect new information or future events or otherwise. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this prospectus. See “Where You Can Find Additional Information.”

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USE OF PROCEEDS

We estimate that the net proceeds we receive from this offering will be approximately $            million based on the assumed initial public offering price of $            per share, which is the midpoint of the range included on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters’ option to purchase additional shares in this offering from us is exercised in full, our estimated net proceeds will be approximately $            million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The selling stockholders have granted to the underwriters an option to purchase up to an additional             shares of common stock, on a pro rata basis. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders. A $1.00 increase or decrease in the assumed initial public offering price of $            per share would increase or decrease the net proceeds we receive from this offering by approximately $            million, assuming the number of shares offered by us as set forth on the cover page of this prospectus remains the same and after deducting the estimated underwriter discounts and commissions and estimated offering expenses payable by us.

We expect to use the net proceeds for working capital and other general corporate purposes. We may also use a portion of the proceeds to expand our current business through acquisitions or investments in other strategic businesses, products or technologies. We have no commitments with respect to any such acquisitions or investments at this time. We will have broad discretion in the way we use the net proceeds, which will afford us significant flexibility to pursue our business strategies.

We intend to invest the net proceeds in short- and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit or guaranteed obligations of the U.S. government, pending their use as described above.

The primary purposes of this offering are to raise additional working capital, create a public market for our common stock for the benefit of our current stockholders, allow us easier and quicker access to the public markets should we need more capital in the future, increase the profile and prestige of our company with existing and possible future travelers, vendors and strategic partners and make our stock more valuable and attractive to our employees and potential employees for compensation purposes.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock. We do not expect to pay dividends on our capital stock for the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be retained and used in the operation and growth of our business. Any future determination to pay dividends will be at the discretion of our board of directors, subject to compliance with applicable law and any contractual provisions, including under agreements for indebtedness that we may incur, that may restrict or limit our ability to pay dividends, and will depend upon, among other factors, our results of operations, financial condition, capital requirements and other factors that our board of directors deems relevant.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization at September 30, 2010:

• on an actual basis;

• on a pro forma basis to give effect to the conversion of all outstanding shares of our convertible preferred stock into 26,767,656 shares of our common stock; and

• on a pro forma as adjusted basis to reflect: (i) the pro forma basis conversions set forth above, (ii) the sale by us of                  shares of common stock in this offering and our receipt of the estimated net proceeds from that sale, based on an assumed public offering price of $             per share, which is the midpoint of the range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and (iii) the filing of our restated certificate of incorporation which will occur prior to the closing of this offering.

Our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table together with our consolidated financial statements and the related notes appearing elsewhere in this prospectus and the sections of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Use of Proceeds” and “Selected Consolidated Financial and Operating Data.”

	Actual		Pro Forma	Pro Forma as Adjusted
	(unaudited) (in thousands, except share and per share amounts)
Cash and cash equivalents	$	30,554
Convertible Preferred Stock(1):
Series A convertible preferred stock, $0.001 par value: 6,600,000 shares authorized, 6,600,000 shares issued and outstanding, actual	$	6,600
Series A-1 convertible preferred stock, $0.001 par value: 1,176,051 shares authorized, 1,176,051 shares issued and outstanding, actual		1,650
Series B convertible preferred stock, $0.001 par value: 4,989,308 shares authorized, 4,989,308 shares issued and outstanding, actual		7,000
Series B-1 convertible preferred stock, $0.001 par value: 2,138,275 shares authorized, 2,138,275 shares issued or outstanding, actual		3,000
Series C convertible preferred stock, $0.001 par value: 3,897,084 shares authorized, 3,855,180 shares issued or outstanding, actual		11,500
Series D convertible preferred stock, $0.001 par value: 8,075,666 shares authorized, 8,008,842 shares issued and outstanding, actual		165,721
Total convertible preferred stock	$	195,471

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	Actual		Pro Forma	Pro Forma as Adjusted
	(unaudited) (in thousands, except share and per share amounts)
Stockholders’ Equity:
Common Stock, $0.001 par value: 45,000,000 shares authorized, 7,321,625 shares issued and outstanding, actual;              shares authorized, shares issued and outstanding, on a pro forma and pro forma as adjusted basis	$	7
Additional paid-in capital		35,515
Accumulated other comprehensive income		1,503
Accumulated deficit		(4,443)
Total stockholders’ equity	$	32,582
Total capitalization	$	228,053

(1) All convertible preferred stock assumes no shares authorized, no shares issued and no shares outstanding, on a pro forma and pro forma as adjusted basis.

In the table above, the number of shares outstanding as of September 30, 2010 does not include:

• 6,862,226 shares issuable upon the exercise of options outstanding with a weighted average exercise price of approximately $7.19 per share;

• 715,451 shares reserved for issuance pursuant to future grants of awards under our Third Amended and Restated 2005 Equity Incentive Plan and 2011 Equity Incentive Plan; and

• 103,904 shares issuable upon the exercise of outstanding warrants at a weighted average exercise price of approximately $13.57 per share.

Each $1.00 increase or decrease in the assumed initial public offering price of $            per share, the midpoint of the range set forth on the cover page of this prospectus, would increase or decrease the amount of cash and cash equivalents by approximately $            million and total stockholders’ equity by approximately $            million, assuming the number of shares offered by us as set forth on the cover page of this prospectus remains the same and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.

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DILUTION

Dilution is the amount by which the portion of the offering price paid by the purchasers of our common stock in this offering exceeds the net tangible book value per share of our common stock after the offering.

If you invest in our common stock, you will be diluted to the extent the initial public offering price per share of our common stock exceeds the net tangible book value per share of our common stock immediately after this offering. Our net tangible book value as of September 30, 2010 was approximately $            million, or $            per share of common stock. The net tangible book value per share represents the amount of our tangible net worth, or total tangible assets less total liabilities, divided by             shares of our common stock outstanding as of that date.

The pro forma net tangible book value of our common stock as of September 30, 2010 was approximately $             million, or $            per share. Pro forma net tangible book value per share represents our total pro forma tangible assets less total pro forma liabilities, divided by the pro forma number of shares of common stock outstanding as of September 30, 2010, in each case after giving effect to the conversion of all outstanding convertible preferred stock into common stock.

The above information assumes no exercise of stock options or conversion of warrants outstanding as of September 30, 2010.

After giving effect to the issuance and sale of             shares of our common stock to be sold by us in this offering and our receipt of the estimated net proceeds from such sale, based on an assumed public offering price of $            per share, which is the midpoint of the range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and the estimated expenses of the offering, our pro forma as adjusted net tangible book value per share as of September 30, 2010 would have been approximately $            million, or $            per share. This amount represents an immediate increase in pro forma as adjusted net tangible book value of $            per share to existing stockholders and immediate dilution in pro forma as adjusted net tangible book value of $            per share to new investors purchasing shares of our common stock in this offering.

The following table illustrates the per share dilution to new investors purchasing shares of our common stock in this offering, without giving effect to the over-allotment option granted to the underwriters:

Assumed initial public offering price per share		$
Net tangible book value per share at September 30, 2010, before giving effect to this offering	$
Increase per share attributable to conversion of convertible preferred stock and warrants
Pro forma net tangible book value before this offering
Increase in pro forma net tangible book value per share attributable to new investors purchasing shares in this offering	$
Pro forma as adjusted net tangible book value per share after giving effect to this offering			$
Dilution per share to new investors			$

A $1.00 increase (decrease) in the assumed initial public offering price of $            per share would increase (decrease) our pro forma as adjusted net tangible book value by $            million, the pro forma as adjusted net tangible book value per share after this offering by $            and the dilution per share to new investors by $             assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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The following table summarizes as of September 30, 2010, after giving effect to this offering:

• the total number of shares of common stock purchased from us;

• the total consideration paid to us before deducting estimated underwriting discounts and commissions payable by us of $            million and estimated offering expenses of approximately $            million; and

• the average price per share paid by existing stockholders and by new investors who purchase shares of common stock in this offering at the assumed initial public offering price of $             per share.

	Shares Purchased				Total Consideration				Average Price Per Share
	Number	Percent			Amount	Percent
Existing stockholders					$				$
New investors
Total			100	%			100	%

The foregoing table does not reflect proceeds to be realized by existing stockholders in connection with the sales by them in this offering, options outstanding under our stock option plans or stock options to be granted after the offering. Following the offering, there will be             options outstanding with an average exercise price of $             per share and             warrants outstanding with an average exercise price of $            per share.

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SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

The tables on the following pages set forth the consolidated financial and operating data as of and for the periods indicated. The consolidated statements of operations data presented below for the years ended December 31, 2005 through 2009 and the balance sheet data as of the years then ended have been derived from our consolidated financial statements. Financial statements for fiscal year 2005 and 2006 are not included in this prospectus. The consolidated statements of operations data for the nine-month periods ended September 30, 2009 and 2010 and the balance sheet data at September 30, 2010 are derived from our unaudited interim consolidated financial statements and include all adjustments, consisting of normal and recurring adjustments that we consider necessary for a fair presentation of the financial position and results of operations as of and for such periods. Operating results for the nine months ended September 30, 2010 are not necessarily indicative of the results that may be expected for the full 2010 fiscal year. See “Risk Factors” and the notes to our consolidated financial statements. You should read the consolidated financial data presented on the following pages in conjunction with our consolidated financial statements, the notes to our consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Consolidated Statements of Operations Data:

(in thousands, except share and per share amounts)

	Year ended December 31,															Nine months ended September 30,
	2005			2006			2007			2008			2009			2009			2010
Revenues	$	3,270		$	16,890		$	48,444		$	112,018		$	112,698		$	86,567		$	128,280
Costs and expenses
Cost of revenues		954			2,073			4,990			13,120			10,156			8,071			7,227
Marketing		3,531			13,483			33,624			56,841			57,389			36,020			69,139
Technology		1,778			2,433			4,292			10,382			10,708			8,077			9,723
Personnel		2,742			4,691			8,131			19,150			22,638			16,469			20,987
General and administrative		1,043			1,303			2,046			5,440			6,446			4,562			6,134
Total costs and expenses		10,048			23,983			53,083			104,933			107,337			73,199			113,210
(Loss) income from operations		(6,778	)		(7,093	)		(4,639	)		7,085			5,361			13,368			15,070
Other income (expense)		160			422			271			(1,569	)		(1,225	)		(1,350	)		1,244
Income tax expense (benefit)		—			—			—			415			(2,776	)		1,579			10,156
Net (loss) income	$	(6,618	)	$	(6,671	)	$	(4,368	)	$	5,101		$	6,912		$	10,439		$	6,158
Net (loss) income per common share:
Basic							$	(1.67	)	$	(1.37	)	$	(0.92	)	$	0.05		$	(0.43	)
Diluted							$	(1.67	)	$	(1.37	)	$	(0.92	)	$	0.05		$	(0.43	)
Weighted average shares outstanding:
Basic								3,860,114			4,831,777			5,223,187			5,193,555			6,164,171
Diluted								3,860,114			4,831,777			5,223,187			5,193,555			6,164,171
Other Data:
Adjusted EBITDA(1)	$	(6,223	)	$	(5,558	)	$	(1,415	)	$	18,699		$	16,188		$	21,110		$	25,178
Capital expenditures	$	1,185		$	1,029		$	1,043		$	986		$	2,267		$	1,939		$	1,612
Queries(2)		NA			101,943			238,449			434,540			458,594			342,873			469,048

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Consolidated Balance Sheet Data:

(in thousands)

	December 31,														September  30, 2010
	2005			2006			2007			2008			2009
Cash and cash equivalents	$	3,162		$	3,808		$	25,061		$	23,609		$	15,950	$	30,554
Working capital		3,332			11,754			27,984			38,453			36,019		50,866
Total assets		5,887			16,200			221,494			232,544			222,823		264,346
Long-term obligations(3) and redeemable preferred stock		15,250			29,853			225,578			220,413			196,552		200,058
Total stockholders’ (deficit) equity		(10,287	)		(16,205	)		(18,533	)		(6,135	)		6,753		32,582

(1) Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization, or EBITDA, is a metric used by management to measure operating performance. EBITDA represents net income before other income (expense), net, income tax expense and depreciation and amortization. Adjusted EBITDA represents EBITDA excluding stock-based compensation expense. We present Adjusted EBITDA as a supplemental performance measure because we believe it facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures (affecting other income (expense), net), tax positions (such as the impact on periods or companies of changes in effective tax rates), the age and book depreciation of fixed assets (affecting relative depreciation expense), the impact of acquisitions and the impact of stock-based compensation expense. Because Adjusted EBITDA facilitates internal comparisons of operating performance on a more consistent basis, we also use Adjusted EBITDA in measuring our performance relative to that of our competitors. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our profitability or liquidity. We understand that although Adjusted EBITDA is frequently used by securities analysts, lenders and others in their evaluation of companies, Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

• adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

• although depreciation is a non-cash charge, the assets being depreciated will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and

• other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

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The following table reconciles net income to Adjusted EBITDA for the periods presented and is unaudited:

	Year ended December 31,															Nine months ended September 30,
	2005			2006			2007			2008			2009			2009			2010
Net (loss) income	$	(6,618	)	$	(6,671	)	$	(4,368	)	$	5,101		$	6,912		$	10,439		$	6,158
Interest (income) expense		(160	)		(422	)		(209	)		2,163			(121	)		(58	)		(83	)
Income taxes		—			—			—			415			(2,776	)		1,579			10,156
Depreciation and amortization		545			855			1,485			5,214			5,380			4,023			4,923
EBITDA		(6,233	)		(6,238	)		(3,092	)		12,893			9,395			15,983			21,154
Stock-based compensation		10			680			1,739			6,400			5,447			3,719			5,185
Other (income) expense		—			—			(62	)		(594	)		1,346			1,408			(1,161	)
Adjusted EBITDA	$	(6,223	)	$	(5,558	)	$	(1,415	)	$	18,699		$	16,188		$	21,110		$	25,178

(2) Queries refer to user requests for travel information we process through our websites and mobile applications.

(3) Long-term obligations includes current and long-term portions of debt, warrant liability and acquisition-related put liability.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion together with our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements about our business and operations. Our actual results may differ materially from those we currently anticipate as a result of many factors, including those we describe under “Risk Factors” and elsewhere in this prospectus. See “Special Note Regarding Forward-Looking Statements.”

Overview

We are a technology-driven company committed to improving online travel. Cofounders of Expedia, Travelocity and Orbitz started KAYAK in 2004 to take a different approach to online travel. Our websites and mobile applications enable people to easily research and compare accurate and relevant information from hundreds of other travel websites in one comprehensive, fast and intuitive display. Once users find their desired flight, hotel or other travel product, KAYAK sends them to their preferred travel supplier or OTA website to complete their purchase. We also provide travel management tools and services such as flight status updates, pricing alerts and itinerary management.

How We Generate Revenues

KAYAK’s services are free for travelers. We earn revenues from both referrals to travel suppliers and OTAs (distribution revenues) and from advertising placements on our websites and mobile applications (advertising revenues). On the distribution side, travel suppliers and OTAs either pay us a set cost per click, or CPC, at the time of referral, or a fixed cost per acquisition, or CPA, if the user eventually completes the acquisition, or as a percentage of the transaction value. We earn CPA and percentage of transaction revenues when people buy travel and the travel supplier or OTA pays us a set fee, in the case of CPA, or percentage of the total price of the travel purchased.

Advertising revenues primarily come from payments for text-based sponsored links, graphical display advertisements and compare units. Compare units allow travel suppliers and OTAs to launch their results in a separate window. Most of our advertisers pay us on a CPC basis or on a cost per thousand impression basis, or CPM.

We generate a significant portion of our revenues from a few large customers. Orbitz accounted for 41.4% of total distribution revenues and 18.8% of total revenues for the nine months ended September 30, 2010. Our contract with Orbitz expires on December 31, 2013. Expedia and its affiliates, including Hotels.com and Hotwire, combined accounted for 45.6% of our advertising revenues and 24.9% of our total revenues for the nine months ended September 30, 2010. We have separate contracts with Expedia and each of its affiliates, each of which have varying terms and expiration dates. We also received 14.8% of our advertising revenues and 8.1% of our total revenues from Google for the nine months ended September 30, 2010. Our contract with Google expires on December 31, 2010, and we are currently in the process of negotiating renewal of this contract.

2010 Highlights and Trends

Revenue Growth

Our revenue for the nine months ended September 30, 2010 was $128 million, a 48.2% increase over the same period in the prior year. This increase in revenue is primarily due to increased travel queries on our websites, which were up 36.8% over the same period. In addition, during this period, revenues per query increased 8.3%. We attribute this increase to a combination of our marketing initiatives, more users buying travel products and improvements to our platform. We believe that traffic and searches on our website will continue to increase in 2011 as more people learn about our websites and our brand.

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Brand Marketing

We began investing in KAYAK brand advertising, including TV advertisements and billboards, in late 2009, and for the nine months ended September 30, 2010, we spent $28.9 million on these activities. We believe that this investment contributed significantly to our revenue growth. Brand awareness is an important part of our growth strategy and we expect to continue to invest at this level or above in brand marketing in the foreseeable future.

Hotel Growth

We intend to expand our hotel offerings. For the nine months ended September 30, 2010, hotel queries accounted for 11.2% of our total queries, which was higher than the 10.7% in the same period in the prior year. We believe that the number of consumer choices, combined with the predominately fixed nature of hotel operating costs, results in a willingness of hoteliers to pay a premium for quality referrals and offers attractive opportunities for future growth.

International Expansion

Our revenues from international operations accounted for approximately 7% of our total revenue for the nine months ended September 30, 2010. We acquired swoodoo in May 2010. As a result of our swoodoo acquisition, our international revenues more than doubled from approximately $2 million during the three months ended September 2009 to approximately $4 million during the same period in 2010. We believe that this strategic acquisition will strengthen our presence and team in Europe. While we expect our revenues from international operations to increase at a rate faster than our U.S. operations, we do not expect our international operations to contribute to our profits in the near term as we plan to continue to invest in our international team and brand.

Mobile Products

Queries conducted on our mobile applications accounted for 7.0% of our total queries for the nine months ended September 30, 2010. However, mobile applications accounted for less than 1% of total revenues during that period. We believe mobile applications will continue to gain prominence, and we expect to continue to commit resources to improve the features, functionality and commercialization of our mobile applications. We also believe over time mobile applications will begin to contribute meaningful revenue to our business.

Cash and Debt

As of September 30, 2010, we had cash and cash equivalents and marketable securities of $34.4 million and no outstanding long- or short-term debt. Given the recent financial turmoil and low interest rates, we hold most of our funds as cash and cash equivalents or marketable securities, and the rest is invested in highly rated money market funds and commercial paper.

Results of Operations

Our results of operations as a percentage of revenue and period-over-period variances are discussed below. All dollars and query amounts are presented in thousands.

Operating Metrics

Our operating results are affected by certain key metrics. These metrics help us to predict financial results and evaluate our business. These metrics consist of queries and revenue per thousand queries.

Queries

Queries refer to user queries for travel information we process through our websites and mobile applications. Query metrics are used to understand and predict historical and future fluctuations in revenues.

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Revenue per Thousand Queries

We use Revenue per Thousand Queries, or RPM, to measure how effectively we convert user queries to revenues. RPM is calculated as total revenues divided by total thousand queries.

The revenue tables below detail our query volume and RPM for each of the periods presented.

Revenues

	Nine months ended September 30,				% increase
	2009		2010
	(unaudited)
Distribution revenues	$	39,091	$	58,296		49.1	%
% of total revenues		45.2%		45.4%
Advertising and other revenues	$	47,476	$	69,984		47.4	%
% of total revenues		54.8%		54.6%
Total revenues	$	86,567	$	128,280		48.2	%
Queries		342,873		469,048		36.8	%
RPM	$	252	$	273		8.3	%

Revenues for the nine months ended September 30, 2010 increased over the same period in 2009 primarily due to a 36.8% increase in website queries. These additional queries accounted for $31.9 million of the $41.7 million increase. During the same period average revenues per query increased 8.3%, primarily as a result of improved advertising sales. Our acquisition of swoodoo contributed $4.5 million to our revenues for the nine months ended September 30, 2010.

	Year ended December 31,						% increase 2007 to 2008			% increase 2008 to 2009
	2007		2008		2009
Distribution revenues	$	27,731	$	55,668	$	51,363		100.7	%		(7.7	)%
% of total revenues		57.2%		49.7%		45.6%
Advertising and other revenues	$	20,713	$	56,350	$	61,335		172.1	%		8.8	%
% of total revenues		42.8%		50.3%		54.4%
Total revenues	$	48,444	$	112,018	$	112,698		131.2	%		0.6	%
Queries		238,449		434,540		458,594		82.2	%		5.5	%
RPM	$	203	$	258	$	246		26.9	%		(4.7	)%

Between 2008 and 2009, total queries increased 5.5% primarily due to an increase in self-directed traffic. Distribution revenues decreased primarily due to a reduction in average revenue per query. We believe this reduction was a direct result of the loss of OTA booking fees and the recent economic downturn, which led to lower airfares and hotel room rates. Since we earn a percentage of the total purchased price on certain types of transactions, we experienced lower per transaction revenue in 2009 compared to 2008. During the same period, our advertising revenues increased. This growth was a result of increased display advertising sales and higher volume of compare units.

Total revenues increased $63.6 million from 2007 to 2008, primarily a result of an 82.2% increase in total queries. The increase in queries was partially attributable to our acquisition of SideStep, which was completed in December 2007, and partially attributable to an increase in self-directed traffic. Average revenue per query increased 26.9% primarily due to an increase in compare units. Compare revenues increased $10.8 million in 2008 as compared to 2007. In addition, we began offering display advertising for the first time in 2008, which contributed $5.3 million in revenues.

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Cost of revenues

Cost of revenues consists of fees we pay to third parties to process airfare queries and costs associated with our advertising syndication activities. Our syndication activities consisted of text-based advertisements on other websites in exchange for a portion of the total fees received from those advertisements. We cancelled the majority of our advertising syndication contracts in April 2009 to focus on our core business, resulting in decreased cost of revenues.

	Nine months ended September 30,				% (decrease)
	2009		2010
	(unaudited)
Cost of revenues	$	8,071	$	7,227		(10.5	)%
% of revenues		9.3%		5.6%

Our cost of revenues decreased for the nine months ended September 30, 2010 compared to the same period in 2009 due to the elimination of the advertising syndication costs discussed above. These costs were $2.3 million for the nine months ended September 30, 2009.

	Year ended December 31,						% increase 2007 to 2008		% (decrease) 2008 to 2009
	2007		2008		2009
Cost of revenues	$	4,990	$	13,120	$	10,156		163.0%		(22.6	)%
% of total revenues		10.3%		11.7%		9.0%

We experienced a decrease in our costs of revenues from 2008 to 2009 primarily due to lower airfare query costs of $1.7 million. We achieved these cost savings by renegotiating rates with third party search technology providers to reflect our increased volume. Our discontinued advertising syndication program contributed $3.5 million in 2008 and $2.3 million in 2009 to our cost of revenues.

Cost of revenues increased $8.1 million from 2007 to 2008 primarily due to a $4.3 million increase in airfare query costs associated with growth in overall airfare queries. The remaining increase was due to a $3.5 million increase in revenue share payments associated with our advertising syndication program.

Marketing

Marketing consists of online marketing and brand marketing expense. Online marketing includes search engines fees, contextual advertising placements and affiliate marketing. Other marketing includes affiliate expense, public relations cost and other general marketing costs. Under our affiliate marketing program, we provide our services on affiliate websites and pay them a percentage of any revenues received from these services. Brand marketing expense includes TV, billboards and display advertisements, and creative development fees.

	Nine months ended September 30,				% increase
	2009		2010
	(unaudited)
Online marketing fees	$	30,187	$	32,483		7.6	%
% of revenues		34.9%		25.3%
Brand marketing	$	706	$	28,877		*
% of revenues		0.8%		22.5%
Other marketing	$	5,127	$	7,779		51.7	%
% of revenues		5.9%		6.1%
Total marketing expense	$	36,020	$	69,139		91.9	%
% of revenues		41.6%		53.9%

* Amount is not meaningful.

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Marketing expense for the nine months ended September 30, 2010 increased $33.1 million compared to the same period in 2009 primarily due to the initial launch of our brand marketing campaign. We expect to continue to invest in brand marketing going forward, as we are focused on increasing awareness of our brand and bringing more people to our websites and mobile applications.

	Year ended December 31,						% increase 2007 to 2008			% increase (decrease) 2008 to 2009
	2007		2008		2009
Online marketing fees	$	28,844	$	48,583	$	35,813		68.4	%		(26.3	)%
% of total revenues		59.5%		43.4%		31.8%
Brand marketing	$	42	$	0	$	15,418		*			*
% of total revenues		*		*		13.7%
Other marketing	$	4,738	$	8,258	$	6,158		74.3	%		(25.4	)%
% of total revenues		9.8%		7.4%		5.5%
Total marketing expense	$	33,624	$	56,841	$	57,389		69.0	%		1.0	%
% of total revenues		69.4%		50.7%		50.9%

* Amount is not meaningful.

During the second half of 2009, we redesigned our landing pages to drive a greater number of queries on our websites, resulting in higher distribution revenue and lower online marketing cost per query. During this period, we significantly reduced our online marketing activities, resulting in lower online search fees of approximately $12.8 million for 2009, or a 26.3% decrease from the prior year. Also in November and December of 2009, our new investments in brand marketing resulted in a $15.4 million increase to our marketing expense.

From 2007 to 2008, marketing expense increased $23.2 million. Of this increase, $19.7 million was due to additional online marketing expense. In addition, other marketing expense increased $3.5 million, most of which was due to a $2.8 million increase in traffic acquisition costs related to our affiliate program.

Technology

Technology consists primarily of operation of our data centers as well as certain depreciation and amortization expense. In addition, we also categorize minor hardware and software purchases, equipment support and third-party technology consulting or services as technology costs.

	Nine months ended September 30,				% increase
	2009		2010
	(unaudited)
Technology	$	8,077	$	9,723		20.4	%
% of revenues		9.3%		7.6%

The inclusion of swoodoo in our overall results from May 2010 forward accounted for $0.6 million of the total $1.6 million increase in technology costs for the nine months ended September 30, 2010 compared to the same period in 2009. The remainder is due mostly to higher data center costs of $0.5 million.

	Year ended December 31,						% increase 2007 to 2008			% increase 2008 to 2009
	2007		2008		2009
Technology	$	4,292	$	10,382	$	10,708		141.9	%		3.1	%
% of total revenues		8.9%		9.3%		9.5%

Our technology costs remained relatively consistent between 2009 and 2008. However, technology costs increased $6.1 million between 2007 and 2008. This was caused primarily by a $2.3 million increase in our data center costs and a $3.1 million increase in depreciation and amortization related to certain assets acquired from SideStep.

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Personnel

Personnel costs consist of wages and benefits paid to our employees, stock-based compensation charges and payroll taxes and recruiting costs. Stock-based compensation is a significant portion of our wage and benefit structure and generally increases as we hire additional people. Many other factors can impact the total stock-based compensation expense, including the strike price, volatility and expected life of the options, among other things. Please see the notes to our consolidated financial statements included elsewhere in this prospectus for more information on our stock options. In October 2010, we issued approximately two million options to existing employees and as such, expect stock-based compensation expense to increase significantly as those options vest over the next four years.

	Nine months ended September 30,				% increase
	2009		2010
	(unaudited)
Salaries, benefits and taxes	$	12,750	$	15,802		23.9	%
% of total revenues		14.7%		12.3%
Stock-based compensation	$	3,719	$	5,185		39.6	%
% of total revenues		4.3%		4.0%
Total personnel expense	$	16,469	$	20,987		27.4	%
% of total revenues		19.0%		16.4%

Salaries, benefits and taxes increased primarily due to an increase of 38 employees between September 2009 and September 2010. Stock-based compensation increased in the nine months ended September 30, 2010 compared to the same period in 2009, due to the grant of 1,595,000 additional common stock options at a weighted average fair value of $6.41 per share.

	Year ended December 31,						% increase 2007 to 2008		% increase 2008 to 2009
	2007		2008		2009
Salaries, benefits and taxes	$	6,392	$	12,750	$	17,479		110.1%		17.7%
% of total revenues		13.2%		11.4%		15.5%
Stock-based compensation	$	1,739	$	6,400	$	5,159		303.8%		19.9%
% of total revenues		3.6%		5.7%		4.6%
Total personnel	$	8,131	$	19,150	$	22,638		135.5%		18.2%
% of total revenues		16.8%		17.1%		20.1%

Salaries, benefits and taxes increased from 2008 to 2009 primarily due to an increase of 26 employees. Stock-based compensation increased in the year ended December 31, 2009 compared to the same period in 2008, due to the grant of 3,269,000 additional common stock options at a weighted average fair value of $4.21 per share.

Salaries, benefits and taxes increased from 2007 to 2008 primarily due to an increase of 34 employees. Stock-based compensation increased in the year ended December 31, 2008 compared to the same period in 2007, due to the grant of 2,483,000 additional common stock options at a weighted average fair value of $6.54 per share.

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General and administrative

All other operating costs are classified as general and administrative costs. The largest items in this category of expenses are legal and accounting fees, bad debt expense and facilities expenses. In 2009 general and administrative costs also included $0.3 million of stock-based compensation expense.

	Nine months ended September 30,				% increase
	2009		2010
	(unaudited)
General and administrative	$	4,562	$	6,134		34.5	%
% of revenues		5.3%		4.8%

General and administrative expenses increased $1.6 million for the nine months ended September 30, 2010 compared to the same period in 2009 due to $0.5 million in acquisition related expenses and $0.5 million in higher legal and accounting fees.

	Year ended December 31,						% increase 2007 to 2008			% increase 2008 to 2009
	2007		2008		2009
General and administrative	$	2,046	$	5,440	$	6,446		165.9	%		18.5	%
% of total revenues		4.2%		4.9%		5.7%

General and administrative costs increased $1.0 million between 2008 and 2009 due to a $0.5 million increase in bad debt expense related to several smaller customers, and a $0.4 million increase in facilities expenses due to the adding more space to accommodate our additional employees.

General and administrative costs increased $3.4 million between 2007 and 2008 primarily due to $1.0 million in increased legal and accounting fees, $0.6 million in higher facilities expense and $0.7 million of amortization expense following our acquisition of SideStep.

Other income (expense)

During the nine months ended September 30, 2010, we recorded a gain of $0.8 million related to our obligation to buy back shares of our common stock issued in connection with our acquisition of swoodoo. In addition, we realized a gain of $0.5 million related to the sale of the TravelPost assets. We incurred a $1.0 million loss on the early extinguishment of debt during the nine months ended September 30, 2009.

From December 2007 to January 2009, we had outstanding debt on which we paid interest. We paid off our debt and all accrued interest in January 2009, and we do not expect to issue debt in the near term. We incurred interest expense of $0.2 million, $2.8 million and $0.3 million in each of 2007, 2008 and 2009, respectively.

Income tax expense (benefit)

Prior to December 31, 2009, we recorded a full valuation allowance against our net tax assets, which consisted primarily of net operating loss carryforwards, due to the uncertainty of our ability to realize those assets. As such, we had nominal income tax expense. On December 31, 2009, we determined that it was more likely than not that we would be able to realize these assets and reversed the valuation allowance, resulting in a tax benefit for that year. For the nine months ended September 30, 2010, we incurred income tax expense of $10.2 million, giving us an effective tax rate of 62%. The primary differences between the statutory rate and our effective tax rate include stock compensation from incentive stock options, state tax expense and gain realized on the sale of certain intangibles. Absent any significant changes in our business, we anticipate that our effective tax rate to gradually decrease in future periods.

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Quarterly Financial Data/Seasonality

The following table presents consolidated financial data for each of the seven quarters in 2009 and 2010. The operating results are not necessarily indicative of the results for any subsequent quarter.

	2009 Quarters ended									2010 Quarters ended
	Mar 31		June 30		Sept 30		Dec 31			Mar 31			June 30		Sept 30
Revenues	$	30,732	$	29,253	$	26,582	$	26,131		$	36,745		$	43,721	$	47,814
Costs and expenses:
Cost of revenues		3,655		2,496		1,920		2,085			2,575			2,303		2,349
Marketing		13,638		12,519		9,863		21,369			23,809			21,963		23,367
Technology		2,626		2,707		2,744		2,631			2,813			3,380		3,530
Personnel		5,363		5,534		5,572		6,169			6,615			7,101		7,271
General and administrative		1,570		1,575		1,417		1,884			1,570			2,009		2,555
Operating income	$	3,880	$	4,422	$	5,066	$	(8,007	)	$	(637	)	$	6,965	$	8,742

Seasonal factors cause our profitability to fluctuate from quarter to quarter. Historically, our highest revenue quarters are the second and third quarters due to the fact that high travel seasons fall in these quarters. However, recent macroeconomic conditions and our rapid growth masked the cyclicality and seasonality of our business during 2009 and 2010. Additionally, our brand marketing expense fluctuates by quarter and we invest in advance of high travel seasons with our lightest spend in the third quarter. As a result of the above two factors, our operating income is typically highest in the second and third quarters.

Acquisitions

In May 2010, in an effort to expand our European operations, we acquired all of the outstanding stated share capital of swoodoo in exchange for $9.5 million and 825,000 shares of our common stock. Upon the occurrence of certain events, including the closing of this offering, during the 30 business days following our giving notice of such event we will be obligated, at a holder’s request, to repurchase any or all of the shares owned by such holder at a price of €13.33 per share. In December 2007, in an effort to expand our U.S. operations, we acquired all of the outstanding stock of SideStep for cash consideration of $175.6 million.

Liquidity and Capital Resources

Summary Consolidated Cash Flow Data (in thousands)
	Year ended December 31,									Nine months ended September 30,
	2007			2008			2009			2009			2010
Operating cash flows	$	(1,886	)	$	12,879		$	12,616		$	16,337		$	16,287
Investing cash flows		(172,443	)		(9,160	)		6,964			8,346			(7,164	)
Financing cash flows		195,582			(5,171	)		(27,239	)		(27,409	)		5,323

We have funded our operations during the past five years primarily from the issuance of equity securities and cash flows from operations and, to a lesser extent, from the issuance of debt securities. In the first years of our history, we relied on cash provided from the sale of shares of our convertible preferred stock to fund our operations and raised $29.8 million prior to 2007. In 2007, we raised another $165.7 million through the sale of preferred stock to fund our acquisition of SideStep.

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As of September 30, 2010, we had cash and cash equivalents and marketable securities of $34.4 million that we expect to utilize, along with operating cash flows, to fund brand marketing, expansion in Europe and general corporate purposes. Our operations currently provide us with most of our liquidity needs, and at this time we have nominal capital expenditure requirements. We believe that cash from operations, together with our cash and short-term investment balance and the proceeds of this offering, will be enough to meet ongoing capital expenditures, working capital requirements and other capital needs over at least the next 12 months.

We use our cash to fund our operations, make capital expenditures and acquire complementary businesses from time to time.

In December 2007, we entered into a $20.0 million senior term loan with Silicon Valley Bank and an aggregate of $10.0 million of subordinated term loans with Silicon Valley Bank and Gold Hill Capital. These loans were repaid during 2009.

In connection with our acquisition of swoodoo, we issued 825,000 shares of our common stock. Upon the occurrence of certain events, including the closing of this offering, during the 30 business days following our giving notice of such event we will be obligated, at a holder’s request, to repurchase any or all of the shares owned by such holder at a price of €13.33 per share. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions” for further discussion of our swoodoo acquisition.

Our liquidity could be negatively affected by a decrease in demand for our products and services. In addition, we may make acquisitions complementary to our business and may need to raise additional capital through future debt or equity financing to provide for greater flexibility to fund any such acquisitions. Additional financing may not be available at all or on terms favorable to us.

Contractual Obligations

Our contractual obligations as of December 31, 2009 were as follows:

	Amounts due by period (in thousands)
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Operating lease obligations	$	5,044	$	1,366	$	1,966	$	1,232	$	480
Content licensing and technology agreements	$	14,631	$	7,431	$	7,200	$	—	$	—
Total contractual cash obligations	$	19,675	$	8,797	$	9,166	$	1,232	$	480

We lease our office and data center facilities under noncancelable leases that expire at various points through January 2016. See “Business—Facilities” for further discussion of our leased premises. We are also responsible for certain real estate taxes, utilities and maintenance costs on our office facilities. In addition, we have various content licensing and technology agreements that, if renewed, will continue to incur costs in future periods.

Off-Balance Sheet Obligations

We had no off-balance sheet obligations as of September 30, 2010.

Critical Accounting Policies and Estimates

We prepare our Consolidated Financial Statements in accordance with accounting principles generally accepted in the U.S. To do so we make estimates and assumptions that affect our reported amounts of assets, liabilities, revenues and expenses, as well as related disclosure of contingent assets and liabilities. In some cases, we could reasonably have used different accounting policies and estimates. In addition, changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ materially

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from our estimates. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations will be affected. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We describe our significant accounting policies in Note 2 of our consolidated financial statements found elsewhere in this prospectus. We believe the following critical accounting estimates are the most significant areas of judgments and estimates used to prepare our financial statements.

Revenue Recognition

We generate revenue when we refer a user to a third-party website, either through our query results or through advertising placements on our websites. We recognize revenue upon completion of the referral, provided that our fees are fixed and determinable, there is persuasive evidence of the arrangement and collection is reasonably assured, as follows:

Distribution Revenues. Revenues are recognized either when a user clicks on a link that refers them to a third-party provider or when the user completes a purchase with the third party provider, depending on terms of the contract. For certain hotels and car rental companies revenue is not earned until the user consumes the travel, in which case we recognize the revenue when notified of the amount earned by the provider or when cash is received.

Advertising Revenues. Revenues are recognized when a user clicks on an advertisement that a customer has placed on our website or when we display an advertiser’s advertisement within our query results, regardless of whether the user clicks on the advertisement.

Stock-Based Compensation

Our stock-based compensation expense is estimated at the grant date based on an award’s fair value as calculated by the Black-Scholes option-pricing model and is recognized as expense over the requisite service period. The Black-Scholes model requires various highly judgmental assumptions including expected volatility and option life. If any of the assumptions used in the Black-Scholes model changes significantly, stock-based compensation expense may differ materially in the future from that recorded in the current period. In addition, we are required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. We estimate the forfeiture rate based on historical experience. To the extent our actual forfeiture rate is different from our estimate, stock-based compensation expense is adjusted accordingly. Please see Note 14 to our consolidated financial statements found elsewhere in this prospectus for further information regarding our stock-based compensation.

Common Stock Valuations

For all option grants, the fair value of the common stock underlying the option grants was determined by our board of directors, with the assistance of management. The board of directors and management intended all options granted to be exercisable at a price per share not less than the per share fair value of our common stock underlying those options on the date of grant.

To make our estimates, we utilize guidance set forth in the 2004 AICPA Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, or the AICPA Guide. We recognize that the value of our stock changes between valuations and as such, consider other factors when determining the fair value of our stock for the purposes of determining stock compensation expense, such as:

Sales of our Common Stock. Sales of our common stock can be a strong indicator of the value of our stock, but do not necessarily determine the value. We consider the volume of shares sold in the transaction, the circumstances of the sale and the sophistication and independence of the buyer in order to determine whether or not the sale indicates a new fair value of our common stock.

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Sales of our Convertible Preferred Stock. Sales of our convertible preferred stock can assist in estimating the fair value of our common stock. In order to determine the fair value of common after a sale of convertible preferred stock, we consider the volume of shares sold, circumstances of the sale, independence of the buyers and the value of the preferential rights associated with the class of convertible preferred stock sold.

Specific Events at KAYAK. In addition to the above factors, we consider significant events at KAYAK that may have impacted our value, such as launch of a new product, signing a significant new customer, significant change in management team, etc.

The following sets forth our option grants over the last two years and discusses our methodology to determine the fair value of our common stock at each grant date.

In 2009, we issued options to purchase shares of our common stock at the following exercise prices:

Grant Date	Options Granted		Exercise Price		Fair Value of Common Stock		Intrinsic Value
February 26, 2009		265,000	$	15.50	$	7.50	$	—
May 19, 2009		535,000	$	7.50	$	7.50	$	—
July 7, 2009		2,044,000	$	7.50	$	7.50	$	—
July 22, 2009		170,000	$	7.50	$	7.50	$	—
November 13, 2009		255,000	$	7.50	$	11.29	$	3.79

In February 2009, the board of directors determined the fair value of our common stock to be $15.50 based on the last sale of 626,664 shares of our common stock to an independent third party in April 2008. The purchaser of the stock was a sophisticated investor with no previous ownership in our company and which performed adequate due diligence to determine a fair value of $15.50 per share. There were no other significant transactions in our stock from April 2008 to February 2009 and as a result, the board of directors believed that this sale best represented the fair value of our common stock on that date. There was no significant change in our operating results or forecasts during this time period.

In early 2009, we estimated the fair value of our common stock as of December 31, 2008 using the market approach and the income approach, in order to assist the board of directors in assigning an exercise price to future stock grants. We believe both of these approaches were appropriate methodologies given our stage of development at that time. For the market approach, we utilized the guideline company method by analyzing a population of comparable companies and selected those technology companies that we considered to be the most comparable to us in terms of product offerings, revenues, margins and growth. We then used these guideline companies to develop relevant market multiples and ratios, which were applied to our corresponding financial metrics to estimate our total enterprise value. We relied on the following key assumptions for the market approach:

• our projected revenues determined as of the valuation date based on our estimates; and

• multiples of market value to expected future revenues, determined as of the valuation date, based on a group of comparable public companies.

For the income approach, we performed discounted cash flow analyses which utilized projected cash flows as well as a residual value, which were then discounted to the present value in order to arrive at our current equity value to arrive at an enterprise value. We relied on the following key assumptions for the income approach in addition to the management projections discussed above:

• discount rate applied to forecasted future cash flows to calculate the present value of those cash flows; and

• terminal value multiple applied to our last year of forecasted cash flows to calculate the residual value of our future cash flows.

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In determining our enterprise value, we applied equal weighting to market and income approaches, as the indicated equity value under the scenarios was reasonably similar. In allocating the total enterprise value between preferred and common stock, we considered the liquidation preferences of the preferred stockholders and utilized the option-pricing method, or OPM, for calculating a range of values for the common stock, based on the likelihood of various liquidity scenarios. The OPM utilized a volatility factor of 80% based on the peer group above and applied a lack of marketability discount of 20%. We assumed a 30% likelihood of an initial public offering within one year, 10% likelihood of a strategic sale and 60% likelihood of remaining as a private company, which produced an indicated value of our common stock of $6.50—$8.48. We then chose the midpoint of the range to arrive at a common stock value of $7.50. This value was significantly lower than our last indicated value due to an overall decrease in public company comparable multiples of 50%, as well as to our lowered forecasted revenues and cash flows as a result of the poor economy.

Based on the results of the appraisal, the board of directors determined that the fair value of our common stock was $7.50 per share. There were no significant transactions involving our common stock or convertible preferred stock during 2009.

During the fourth quarter of 2009, we increased our forecasted revenue and cash flows due to a strengthening in our results. Accordingly, we performed an updated valuation of our company as of October 31, 2009. This valuation again calculated an overall enterprise value, but relied on the income approach to calculate the value, as we believed that it best considered our expected high growth and profitability. The market approach was used to validate the results of the income approach, but no weight was assigned to it. In performing our calculations, we relied upon the methodologies described above as of October 31, 2009, however, with respect to our application of the market approach we used a multiple of projected EBITDA instead of revenues due to our recent demonstration of profitability.

The enterprise value was then allocated to the various classes of our stock using the OPM and applying a 70% volatility factor and 40% likelihood of an initial public offering within 12 months. We then applied a 20% discount to the value due to lack of marketability to arrive at an estimated fair value of our common stock of $11.29, which the board used to determine the exercise price of future stock option grants.

In 2010, we issued options to purchase shares of our common stock at the following exercise prices:

Grant Date	Options Granted		Exercise Price		Fair Value of Common Stock		Intrinsic Value
February 11, 2010		315,000	$	11.29	$	11.29	$	—
April 29, 2010		1,075,000	$	13.00	$	13.00	$	—
July 22, 2010		205,000	$	13.00	$	14.82	$	1.82
October 7, 2010		140,000	$	14.82
October 20, 2010		2,079,590	$	14.82
October 21, 2010		40,000	$	15.50
November 15, 2010		110,000	$	16.50

On March 22, 2010, an independent third party investor purchased 769,230 shares of common stock (2.32% of outstanding common equivalents at that time) from existing investors at a price of $13.00 per share. The investor is an institutional investor who previously had no shares in KAYAK and who conducted appropriate due diligence. There were no other significant transactions involving our common stock or convertible preferred stock or significant changes to our business between March 22, 2010 and July 22, 2010. The board of directors concluded that this transaction established the fair value of our common stock which was the best representation of our common stock value at April 29, 2010 and July 22, 2010.

We prepared a revised valuation as of July 31, 2010 and utilized the probability weighted expected return method, or PWERM, approach to allocate value to our common shares. The PWERM approach employs various market approach and income approach calculations depending upon the likelihood of a given liquidation scenario

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and we believed it to be appropriate given our preparations for an initial public offering. We assumed that there was a 40% likelihood of an initial public offering by mid-May 2011, a 30% probability of a strategic sale and 30% likelihood of remaining a private company. We calculated values under each scenario using financial projections as of July 31, 2010 as follows:

Initial Public Offering:

• utilized the market approach using the same peer group for comparison as in the October 31, 2009 valuation;

• applied a one-year forward multiple to projected revenues determined as of the valuation date;

• arrived at an implied share price of $25.81 assuming conversion of all convertible preferred stock to common stock; and

• applied a discount for lack of marketability of shares of 17% and discounted the value back to present value using a discount rate of 22% to arrive at a per share price of $18.42.

Strategic Sale:

• utilized the market approach using the same peer group for comparison as in the October 31, 2009 valuation;

• applied a multiple to trailing twelve months revenue based on recent representative transactions;

• arrived at an implied enterprise value at the sale and allocated value to various classes of stock based on whether we believed those shares would convert to common stock or remain as convertible preferred stock; and

• applied a discount for lack of liquidity of 3% and discounted the value back to present value using a discount rate of 22% to arrive at a price per common share of $14.72.

Remain as Private Company:

• utilized the income approach and a discount rate of 22% to calculate the present value of expected future cash flows to arrive at an enterprise value; and

• allocated the enterprise value to various classes of shares using the OPM model using a volatility of 48.68% and applied a discount for lack of marketability of 33% to arrive at a price per common share of $10.11.

We then applied the probabilities of each liquidity scenario to their respective price per common share to arrive at a value per common share of $14.82.

The board of directors approved the issuance of options to purchase our common stock on September 17, 2010 using the fair value established by our valuation. The number of options approved exceeded the amount of available shares in our pool and as a result, we could not grant the options until the pool was increased. Because of the delay in communicating the grants to our employees, the options had a grant date of October 20, 2010. Because the grant date was so much later than the date at which the options were approved and because the possibility of an initial public offering or other liquidity event was increasingly likely, we determined that we should obtain a revised independent appraisal as of the grant date, which valuation is currently in process.

Income Taxes

We are subject to income taxes in the U.S. and some foreign jurisdictions. Significant judgment is required in evaluating our uncertain tax positions, evaluating the realizability of our net deferred tax assets and determining our provision for income taxes. Although we do not believe that we have any uncertain tax positions, no assurance can be given that the final tax outcome will be consistent with our estimates.

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Realization of the future tax benefits depends on many factors, including our ability to continue to generate taxable income within the net operating loss carryforward period. Prior to 2009, we did not have sufficient history of generating taxable income to support the assumption that it was more likely than not that future tax benefits would be realized and as such, a full valuation reserve was recorded against the net deferred tax asset. In 2009, based on historical and expected operating results, we determined that it was more likely than not that future tax benefits would be realized and released the valuation allowance of $3.9 million.

Our effective tax rates have differed from the statutory rate primarily due to the impact of state taxes, certain benefits realized related to stock option activities and an increase or decrease in our valuation reserve. Our effective tax rate was 62% for the nine months ended September 30, 2010.

Acquisitions

We account for acquisitions using the purchase method of accounting. In each case, we allocated the purchase price to the assets acquired, including intangible assets and liabilities assumed, based on estimated fair values at the date of the acquisition.

Recoverability of Intangible Assets, Including Goodwill

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, we compare the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicates that there is impairment, the amount of the impairment is calculated as the difference between the carrying value and fair value. To date, no such impairments have been recognized. Goodwill is tested for impairment at least annually and whenever events or changes in circumstances indicate that goodwill may be impaired. Goodwill represents the excess of the cost of acquired business over the fair value of the assets acquired at the date of acquisition. There was no impairment of goodwill in 2009 or 2008. Our goodwill is not deductible for tax purposes.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks in the ordinary course of our business. These risks primarily consist of foreign exchange and interest rate risks.

Foreign Exchange Risk

We transact business in various foreign currencies and have some international revenues and costs which are denominated in foreign currencies. This exposes us to foreign currency risk. At this time, our exposure is immaterial, given that the vast majority of our transactions, income and expenses are in U.S. dollars. If exchange rates were to fluctuate significantly, we would see higher gains or losses from transactions in the “Other income (expense)” line of our statement of operations, and larger cumulative translation adjustments in the comprehensive “Other Income” category of our consolidated statement of operations. The volatility of exchange rate is dependent on many factors that we cannot forecast with reliable accuracy. At this time we do not, but we may in the future, enter into derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk. It is difficult to predict the impact hedging activities would have on our results of operations.

Interest Rate Risk

We invest our excess cash primarily in highly liquid debt instruments of the U.S. government and its agencies, municipalities in the U.S., debt instruments issued by foreign governments, time deposits, money market and other funds, and corporate debt securities. By policy, we limit the amount of credit exposure to any one issuer.

Investments in both fixed rate and floating rate interest earning securities carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than predicted if interest rates fall. Due in part to these factors, our income from investments may decrease in the future.

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BUSINESS

Overview

We are a technology-driven company committed to improving online travel. Cofounders of Expedia, Travelocity and Orbitz started KAYAK in 2004 to take a different approach. Our websites and mobile applications enable people to easily research and compare accurate and relevant information from hundreds of other travel websites in one comprehensive, fast and intuitive display. We also provide travel management tools and services such as flight status updates, pricing alerts and itinerary management. Once users find their desired flight, hotel or other travel products, KAYAK sends them to their preferred travel supplier or OTA website to complete their purchase.

KAYAK’s services are free for travelers. We offer travel suppliers and OTAs an efficient channel to sell their products and services to a highly targeted audience focused on purchasing travel. We earn revenues from both referrals to travel suppliers and OTAs, or distribution revenues, and from a variety of advertising placements on our websites and mobile applications, or advertising revenues.

Since our commercial launch in 2005, KAYAK has experienced significant growth:

• For the nine months ended September 30, 2010, we generated $128 million of revenues, representing year-over-year growth of 48%. For the quarter ended September 30, 2010, we generated $48 million of revenues, representing year-over-year growth of 80%;

• For the nine months ended September 30, 2010, we processed more than 469 million user queries for travel information, representing year-over-year growth of 37%. For the quarter ended September 30, 2010, our quarter-over-quarter query volume increased 50% compared to the same period in 2009; and

• KAYAK mobile applications have been downloaded nearly four million times since their introduction in March 2009. For the quarter ended September 30, 2010, we had over one million downloads, representing growth of 152% compared to the same period in 2009.

As of October 31, 2010, we had 140 employees, and we had local websites in 14 countries outside the U.S., including the United Kingdom, Germany, France, Spain, Italy and India.

Our Industry

Market Opportunity

As a distribution and advertising platform, we participate in both the online travel market and the online travel advertising market.

Online Travel: A Large and Growing Market

The travel industry in the U.S., Europe and Asia Pacific accounted for $723 billion in global expenditures in 2009, and is projected to increase at a 3% CAGR through 2011. Online leisure and unmanaged business travel spend, or online travel spend, was approximately $216 billion of this amount, or 30%, with this category increasing at a 17% CAGR between 2005 and 2009. We believe that travel, with its research and information intensive nature, real-time pricing, electronic fulfillment capabilities and thousands of travel options, is well-suited for the online channel. Currently, online travel represents the largest category of e-commerce, with total sales exceeding the combined total of electronics, books, software, appliances and collectibles. Online travel spend is projected to increase at a 10% CAGR from 2009 through 2011, growing to represent 34% of total travel purchases in 2011.

The online travel industry is composed of thousands of travel supplier and OTA websites, which compete for travel bookings. In 2009, travel supplier websites accounted for 63% of total online travel bookings, and the remaining 37% was provided by OTAs.

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The Global Opportunity

In the U.S., the online travel market increased at an 8% CAGR from 2005 through 2009, reaching $88 billion in 2009, which was 38% of total U.S. travel spend. The U.S. online travel market is projected to grow at a 6% CAGR through 2011.

In Europe, the online travel market grew at a 26% CAGR from 2005 through 2009, reaching $92 billion in 2009, which was 32% of total European travel spend. The European online travel market is projected to grow at an 8% CAGR through 2011. The U.K., France and Germany collectively represent 67% of the overall European online travel market.

In Asia, the online travel market grew at a 22% CAGR from 2005 through 2009, reaching $36 billion in 2009, which represented 18% of total Asian travel spend. As Internet usage, broadband adoption and online payment capabilities continue to rapidly increase, the Asian online travel market is projected to grow at 25% CAGR from 2009 through 2011.

Key Online Travel Products

The two largest categories of online travel are airline ticket sales and hotel bookings. In 2009, airline ticket sales represented 52% of total online travel purchases, followed by hotel bookings at 25%.

Airline tickets are the most common travel product researched and purchased online, with global online sales reaching 36% of overall global airline ticket sales in 2009. Online airfare sales are projected to grow at a 9% CAGR from 2009 through 2011. There are hundreds of airlines in operation, and the large choice of flight combinations and pricing options, highly variable real-time pricing and the advent of e-ticketing make flights well suited to online research and purchasing. We believe that the combination of choice and variability leads to a lack of confidence among users in the accuracy and comprehensiveness of flight data. Users often search for flights multiple times and on multiple travel websites.

Hotel bookings are the fastest growing online travel category. Online hotel bookings are projected to grow at a 12% CAGR from 2009 through 2011. Additionally, only 22% of 2009 hotel bookings occurred online. The hotel market is a highly fragmented travel category, with hundreds of thousands of properties worldwide. This often leaves potential travelers with hundreds of properties to choose from in any given city. Given the significant differentiation among hotels, travelers will typically spend considerable time online researching a hotel stay, making hotel bookings highly suitable for the online channel. We believe that the number of consumer choices combined with the predominately fixed nature of hotel operating costs, results in a willingness of hoteliers to pay a premium for quality referrals.

Online Travel Advertising: A Large Opportunity to Grow Share of Total Advertising Spend

Online advertising is a large and growing market. The combined online and offline advertising spend for all products and services in 2009 was $559 billion. Of this amount, $58 billion, or 11%, was spent online. Furthermore, for the period from 2009 through 2014, online advertising is projected to grow at a 15% CAGR, as compared to the 4% CAGR projected for combined online and offline advertising.

Travel represents one of the largest advertising categories, with advertisers spending $29 billion globally on travel-related advertising in 2009. Of this amount, only $4 billion, or 13%, was spent online with the remainder being spent primarily on traditional media, up from $1.4 billion, or 5% of total travel advertising spend in 2005. This represents a 28% CAGR in online travel advertising spend between 2005 and 2009. We believe that over time more travel advertising will move from offline to online as travel purchases continue to move online. Online travel advertising can also be a more efficient advertising channel, as it enables advertisers to directly target individuals who are researching and planning travel. The online travel advertising market is expected to reach $8 billion by 2014, a CAGR of 15% between 2009 and 2014.

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Key Trends in Mobile Travel Planning

Mobile phone adoption across the world continues to grow at a rapid pace, creating a strong marketplace for mobile travel applications. The International Telecommunications Union estimated that there were 4 billion mobile subscribers in the world at the end of 2008, representing 61% of the world’s population. In addition, they project this number to grow by at least 1 billion by the end of 2011. We expect that over time, an increasing number of people will use their mobile devices for travel research, planning and booking. Today, there are more than 2,000 travel-related applications available for the iPhone, Android and BlackBerry.

The opportunity for mobile advertising is large and growing. U.S. mobile advertising spend is expected to grow from $733 million in 2009 to $4.7 billion in 2014, a 45.1% CAGR. We believe the mobile medium provides a unique opportunity for advertisers to reach travelers with immediately actionable, personalized and context-relevant travel offers.

Challenges of Our Industry

Challenges for Consumers

The Internet has dramatically increased the amount of information readily available to travelers. Planning travel online should be a quick and easy process. However, prices and availability change frequently, and information is often fragmented across hundreds of travel sites. Traditional travel websites can be slow and confusing and often lack comprehensive search results. A 2010 survey by Forrester Research Inc. showed increasing dissatisfaction among users with the online booking experience. Only 47% of U.S. online leisure travelers surveyed said they enjoy using the internet to plan and buy travel, down from 53% in 2007. The same survey showed that only 37% of U.S. online leisure travelers believed that travel websites clearly present choices and tradeoffs, down from 39% in 2008. These limitations can make it frustrating for people to find, purchase and manage their travel online. As a result, we believe that travelers continue to search multiple sites for the best prices and options to meet their travel needs.

Challenges for Travel Suppliers and OTAs

Travel suppliers and OTAs face two main challenges. One is to distribute their travel products to as many travelers as possible, while still maintaining their brand and owning the customer relationship. In distributing their travel inventory through third party sites, they lose the opportunity to cross sell or upsell additional products and to build brand loyalty. The second challenge they face is to advertise their services to the right audience at the right time, in a cost effective manner. The majority of travel advertising dollars is currently spent in offline media channels, including TV, radio, print and outdoor campaigns. Offline travel advertising can be expensive, and its effectiveness can be difficult to measure and track. Online advertising offers many improvements to traditional advertising, but can still suffer from audience fragmentation, generic advertising placements and complex pricing schemes. Many online advertising platforms do not solve this combination of problems effectively.

Our Strengths

KAYAK Provides a Fast, Intuitive and Comprehensive Travel Planning Experience

KAYAK creates a better way to shop for travel online. We use proprietary software and algorithms to quickly find, consolidate and sort travel information from hundreds of websites. We present these results through an intuitive interface, providing a single place for our users to plan their travel. In the first nine months of 2010, more than 469 million user queries for travel information were processed through our websites and mobile applications. Once a KAYAK user finds what they want to buy, we give them the flexibility to purchase directly from travel suppliers or through OTAs.

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KAYAK is a Technology-Driven Company Focused on Rapid Innovation and the User Experience

We dedicate the majority of our attention to making high performance software. This software powers our websites and mobile applications by rapidly searching through the large and complex range of travel industry data and presenting it in a clear and intuitive manner. Our proprietary machine learning analysis algorithms detect and remove inaccurate prices or results in this data. Our ranking algorithms determine which results are likely to be the most relevant to the user. Our focus on technology is reflected in our employee base. The majority of our employees are either software engineers or technologists, and we believe we have one of the strongest technology teams in the travel industry. We strive to innovate faster than our competitors, and we release new code to our websites almost every week. Our mobile applications are a recent example of our development capabilities.

KAYAK’s Users are Loyal

We believe that our users are loyal to our brands, products and services. According to a June 2010 study conducted by a market research company on our behalf, KAYAK is a leading brand among the major online travel sites in the U.S. for attributes such as “Finds all the best prices in one place” and “Smarter way to search for travel online.” Through the first nine months of 2010, 72% of our query volume was generated from people who directly visited our websites, and only 8% of our query volume was generated by users referred to us from general search engines.

KAYAK’s Proprietary Distribution and Advertising Platform is Optimized for the Travel Industry

We provide travel suppliers and OTAs with access to a valuable audience of people searching for travel information. We also offer these travel companies multiple ways to reach this audience through both our query results and a variety of advertising placements.

On the distribution side, our query results include real-time pricing and availability information from travel suppliers and OTAs. We query and display information in direct response to a KAYAK user’s preferences. Our sorting and filtering tools allow users to narrow the query results to meet their specific travel plans. If a user then selects one of these results, we send them directly into the travel supplier’s or OTA’s purchase process.

On the advertising side, our innovative platform allows advertisers to target their placements, create advertising content and link the user to the relevant page on the advertiser’s website, all based on the user’s search parameters. As examples, an airline can limit its advertisements to appear only for city pairs that it serves, or a hotelier can purchase advertisements only for dates where its occupancy rates are low. By dynamically creating the content of their advertisements based on these specific search parameters, the airline can include the cities the users searched in their advertisement and the hotelier can advertise a special rate to try to increase their occupancy. The same search parameters can be passed through to an advertiser after a potential traveler clicks on one of their advertisements. This lets the advertiser show the traveler products which meet his or her specific travel needs, without requiring the traveler to do additional work. We believe that our ability to pass a prospective traveler through to the relevant booking page increases the likelihood that a transaction will be completed.

KAYAK’s Unique Business Model is Highly Scalable

We designed our business model and technology platform to be highly scalable and cost efficient. Our software and systems have been designed from inception to handle significant growth in users and queries, without requiring significant re-engineering or major capital expenditures. In addition, we use a combination of our own proprietary software and a variety of public domain technologies so that as we continue to grow our user base, we do not incur significant additional software costs. Since all travel products are purchased by our users directly on the travel supplier’s or OTA’s website, we do not incur meaningful costs or overhead associated with fulfillment or customer service for those travel products. We have relatively low fixed operating costs, and the largest component of our variable operating cost is discretionary marketing.

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The KAYAK Team Has Deep Industry Experience and Focus

Cofounders of Expedia, Travelocity and Orbitz formed KAYAK in 2004. Our team has extensive and longstanding relationships across the travel industry and, unlike general search engine companies, we focus on a single market category—online travel. Our mission is to build the best assortment of tools and services to meet the needs of travelers. To accomplish our goal, we have assembled technology and business teams, which each include people that have worked together over many years. In addition to the strength of our management team, our investors include some of the most prominent venture capital and private equity firms, including Sequoia Capital, Accel Partners, General Catalyst Partners and Oak Investment Partners.

Our Growth Strategy

Continue to Improve and Expand Our Services

We are dedicated to offering people the best online travel planning experience. To provide the most comprehensive set of results, we maintain relationships with hundreds of travel suppliers and OTAs and regularly add new sources of travel information. We continue to develop better software and algorithms to reduce the time required to perform a query and enhance the relevance of the results. Additionally, we constantly review the feature set and design of our websites and mobile applications for areas of improvement, and we release new code to our websites on nearly a weekly basis. Examples of recent enhancements to our offering include the introduction of KAYAK on multiple mobile platforms, a trip management tool and KAYAK Explorer, a map-based search feature. We also have several functional initiatives underway, such as making the booking process easier for travelers and better integrating social media and collaboration tools into our websites and mobile applications.

Increase Consumer Awareness of Our Brands

We believe there is significant opportunity to increase the number of people who use our websites and mobile applications. According to studies conducted by a market research company on our behalf, as of October, 2009 only 9% of online travelers in the U.S. included KAYAK in an unprompted list of online travel sites, known as “unaided awareness.” Since that time, we commenced a broad reach marketing program, which resulted in our unaided awareness increasing to 20% as of September 2010. By comparison, Expedia, Priceline, Travelocity and Orbitz have an average unaided awareness of 52%, according to this survey. We will continue to invest in broad reach marketing to increase our unaided awareness.

Grow Our Business Internationally

We operate websites in 14 countries outside of the U.S., including Germany, the United Kingdom, France, Spain, Italy and India. We believe that the international opportunity for our services is sizable, and we intend to invest in both head count and marketing in 2011 and 2012. As part of this strategy, we acquired swoodoo, a leading German travel search company, in early 2010. Furthermore, we are currently in the process of establishing a team headquartered in Zurich, Switzerland to coordinate our European efforts.

Expand Our Position in Hotels

We believe that the hotel marketplace is well suited for our services, and we plan to increase the number of hotel queries we process. The hotel category is highly fragmented and advertisers spend heavily to promote and differentiate their offerings. To capture this opportunity, we are improving our hotel query functionality, increasing our hotel-related marketing and search engine spending, and improving cross-promotion of hotels in flight query results. The hotel share of our total query volume has been increasing steadily, growing from 9.9% in 2008, to 10.7% in 2009 and 11.2% for the first nine months of 2010.

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Extend our Leadership Position in Mobile Applications

Mobile devices represent an important growth area in both audience and query volume. Smartphone adoption and usage are increasing quickly, and new touch screen devices like the Apple iPad provide opportunities for innovation in features and functionality. We have seen rapid adoption of our KAYAK mobile applications – with nearly four million downloads across several mobile platforms since the release of our first mobile application in March 2009. We believe that our leadership position in travel-related mobile applications, which we plan to extend through continued product development, will enhance the loyalty to our brand, products and services. We plan to capture a portion of the mobile travel distribution and advertising markets with our mobile applications.

Our Brands – KAYAK, SideStep and swoodoo

We operate our websites and mobile applications under three brands: KAYAK, SideStep and swoodoo. Each of these brands provides the same core set of free services including flight, hotel and other travel search, flight status updates, pricing alerts and itinerary management.

We use our KAYAK brand across multiple platforms including: www.kayak.com; local websites in 14 countries outside of the U.S.; a mobile website, m.kayak.com; and the KAYAK mobile smartphone applications currently available on the iPhone, iPad, Android, BlackBerry, Symbian and other platforms. KAYAK branded websites and mobile applications account for most of our query volume, and we will focus our future growth efforts on building the KAYAK brand in the U.S. and in key international markets.

The SideStep brand, which we acquired in December 2007, is used for our www.sidestep.com website. The swoodoo brand, which we acquired in May 2010, is used for our www.swoodoo.com website and the related mobile travel application, which is a leading travel search platform in Germany.

Our Distribution and Advertising Platform

Our websites offer travel suppliers and OTAs an efficient and flexible platform to distribute their travel products through our query results and to advertise throughout our website. We are developing a distribution and advertising platform for our mobile applications.

Distribution Revenues

We generate distribution revenues by sending qualified leads to travel suppliers and OTAs. After a user has entered a query on our website, reviewed the results, and decided what travel product they are interested in buying, we send the user directly into the travel supplier’s or OTA’s purchase process to complete the transaction. Travel suppliers and OTAs have the flexibility to pay us either when these qualified leads click on a query result or when they purchase a travel product on the travel supplier or OTA website. For the nine months ended September 30, 2010, distribution revenues accounted for 45% of our total revenues.

Advertising Revenues

We have a proprietary advertising platform called the KAYAK Network, or KN. KN allows advertisers to target the placement and message of their advertisements to the search parameters entered by our users, such as the traveler’s origin, destination and desired travel dates. This technology allows advertisers to target their advertisements better, create more effective messages and to transfer users to their websites more efficiently. Our platform allows advertisers to limit placements to instances when the advertiser has an offer that is relevant to a user’s query. For example, an airline can ensure it only advertises when a user searches for a route offered by such airline, and a hotelier can ensure it only advertises to users who have searched for dates when the hotelier has low occupancy. We also enable advertisers to use a traveler’s search parameters to dynamically create targeted messages, and after the traveler clicks on an advertisement, we can pass the same search information through to the advertiser, thus increasing conversion on their website.

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Our platform gives advertisers flexibility in terms of placement types and payment structures. We offer a variety of advertising inventory including text-based sponsored links, graphical display advertisements, mobile advertisements and email-based placements. We also offer a variety of payment terms including cost per click, cost per impression, cost per acquisition or fixed fees. For the nine months ended September 30, 2010, advertising revenues accounted for 55% of our total revenues.

Technology and Infrastructure

KAYAK is a technology-driven company. Our technology platform powers our websites and mobile applications by rapidly searching through the complex and fragmented range of travel industry data and presenting comprehensive and relevant travel query results to the user in a clear and intuitive manner.

Search Capabilities

Our software and systems have been designed from inception to handle significant growth in users and queries, without requiring significant re-engineering or major capital expenditures. In the first nine months of 2010, we received and processed more than 469 million user queries for travel information.

When a travel query is entered on one of our websites or mobile applications, our technology platform analyzes the travel parameters, determines which websites and other travel databases have relevant travel information and then queries those multiple sources in parallel. Many of those sources operate with differing protocols, and therefore return results in slightly different ways and in differing time frames. Our platform gathers, prioritizes and standardizes this travel data. Our proprietary machine learning analysis algorithms then detect and eliminate inaccurate prices or results in this data, and our ranking algorithms determine which results are likely to be the most relevant and useful to the user. Our technology platform completes these processes and returns a comprehensive and relevant set of results within moments of receiving the travel query from the user.

Website Design and Hosting

Reliability, speed and integrity are important to us. We have designed our websites and mobile applications using a combination of our own proprietary software and a variety of open source or other public domain technologies. Where appropriate, we have chosen to use public domain technologies to develop and maintain our websites and mobile applications because we believe they are widely used and well proven by the engineering community and end-users, and, therefore, offer us a reliable and efficient development environment and infrastructure. Such technologies also enable us to provide our users with a stable web or mobile experience and are often free. Our limited and selective use of commercially available software means that as we continue to grow the number of users that visit our websites and download our mobile applications, we do not incur significant additional software costs or software licensing fees.

Our websites are hosted on hardware and software located at third-party facilities in Medford and Somerville, Massachusetts and, with respect to our swoodoo operations, in Freiburg, Germany. We also use content delivery networks and third-party domain name system, or DNS services to optimize routing and increase the speed of our website pages. We are committed to ensuring that our websites are highly available. Our co-location relationships provide us secured facilities with power redundancy and expandable and redundant bandwidth, and we believe these facilities are well suited to fit our current and planned business needs.

Mobile Applications and Platforms

We offer mobile applications for the iPhone, iPad, Android, BlackBerry, Symbian and other platforms. These applications combine the speed and comprehensiveness found in our website experience with the convenience and portability offered by today’s smartphones. To enhance the mobile experience, we have also implemented mobile-specific functionality in these applications, such as currency conversion, visual flight status, airport guides, offline travel itineraries and location-based features.

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As some smartphone users prefer to use the web browser on their phones rather than download a separate application, we also offer a mobile-optimized website. These users are automatically redirected to m.kayak.com, where we provide an “application-like” experience, including a streamlined interface, touch screen functionality and global positioning system assisted input.

Focus on Innovation

We strive to continually improve the user-experience on our websites and mobile applications. For example, we routinely work to improve our software and algorithms to further reduce the time required to return query results. We review the feature sets and design of our websites and mobile applications on a regular basis to identify areas for improvement. To aid in our review, we conduct regular formal usability testing, focus groups and A/B testing of new features. We release new code to our websites on a nearly weekly basis. Some examples of our past innovations include an AJAX user interface to update page elements without reloading the entire page and “time sliders” and other tools to filter query results based on relevant criteria, such as specific departure and arrival times for flights.

Avoid Unnecessary Complexity

As software organizations grow, a common danger is that the software code grows in complexity and can become difficult to maintain. We have been cognizant of this industry tendency since we began operations, and accordingly have designed our software architecture to establish basic rules of separation, dependency and simplicity. For the same reasons, we are purposeful in our use of industry standard hardware and our maintenance of a low technology footprint in our data centers. This pragmatic, “Keep It Simple” culture continues to enable us to rapidly and reliably adapt our system to new products and capabilities.

Intellectual Property

Our intellectual property, including patents, trademarks, copyrights and trade secrets are an important component of our business. We also rely on confidentiality procedures and contractual provisions to protect our proprietary technology and our brands. In addition, we enter into confidentiality and invention assignment agreements with our employees and consultants and confidentiality agreements with other third parties.

Our registered trademarks include: KAYAK, KAYAK.com, KAYAK Network, Search One and Done, SideStep and swoodoo. All of these trademarks, other than swoodoo, are registered in the U.S. and many of them are also registered in other jurisdictions.

We have seven issued U.S. patents, and nine U.S. patent applications for various aspects of our technology. Our patents expire at various dates between March 2021 and October 2026.

Marketing

We believe that continued investment in marketing is important to attracting new users to our websites and mobile applications. We balance our marketing investments between investments designed to grow brand awareness and investments designed to generate immediate query volume from paid search advertising and other online marketing channels. To grow brand awareness, we advertise in broad reach media, including television, outdoor and online display media. Through the first nine months of 2010, we spent $32.5 million on online marketing and $28.9 million on brand marketing. We measure the return on investment of our brand marketing through online brand tracking studies and overall query growth. We plan to continue both online advertising and broad reach advertising for the foreseeable future. We view the costs of our offline brand marketing campaign as relatively fixed, and we believe that as our revenues grow these costs will decrease as a percentage of our total revenues.

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Strategic Relationships

In an effort to continue to grow our business and offer exceptional services to our users, we enter into strategic relationships with travel suppliers, OTAs, general search engines and travel technology companies. Our strategic relationships include the following:

Orbitz Worldwide, Inc.

We have maintained a strategic relationship with Orbitz Worldwide, Inc. or OWW, since 2004. Under the terms of our current long-term agreement, which we entered into in April 2009 and have subsequently amended, OWW provides us with full access to their travel information and pays us for any transactions we send to one of their websites. In return, we provide exclusivity to OWW relating to the display of certain core query results. This agreement expires December 31, 2013.

Google Inc.

We have maintained a strategic relationship with Google since 2004. Under the terms of our current long-term agreement, which we entered into in December, 2004 and have subsequently amended, Google provides us with sponsored link advertisements that, in addition to our own advertisements, are placed throughout our website at locations we determine. Google and KAYAK share the revenues that is generated from these advertisements. This agreement expires December 31, 2010.

ITA Software, Inc.

In March 2005 we entered into an agreement to license faring engine software from ITA. This faring engine software provides airfare content that is used in a majority of our domestic flight query results and to supplement our international flight query results. This agreement expires on December 31, 2013.

Other Relationships

In addition, our 2010 commercial relationships have included agreements with over 300 travel suppliers and OTAs. These relationships are established and managed by our Business Development, Advertising Sales and Account Management teams. Our Business Development team negotiates agreements with travel suppliers and OTAs for access to their travel content and for payment from distribution-related referrals. This team is focused on contract negotiation and relationship management. Our Advertising Sales team calls on travel suppliers, OTAs and their advertising agencies and negotiates advertising insertion orders for placements throughout our websites and mobile applications. Our Account Management team works with travel suppliers and OTAs to implement advertising campaigns and optimize spend.

Other significant relationships (from a revenue perspective) include:

OTAs: Expedia (including Hotwire, Hotels.com and CarRentals.com), Priceline.com (including Booking.com), Travelocity, Travel Holdings (including Easy Click Travel and Tourico Holidays), Airtrade International (including Vayama.com) and Airfare.com;

Airlines: Delta Air Lines, United Air Lines, JetBlue Airways, Continental Airlines, AirTran Airways, British Airways, American Airlines, Virgin America, Alaska Airlines, Air Canada, Lufthansa Airlines and Virgin Atlantic;

Hotels: InterContinental Hotels Group, Starwood Hotels, Hilton, Choice Hotels, Marriott, Wyndham, Best Western, Harrah’s Entertainment, La Quinta Inn & Suites and Hyatt Hotels and Resorts.

Rental Cars: Dollar Thrifty Automotive Group, Enterprise Rent-A-Car, Alamo Rent A Car, National Car Rental and Hertz Rent-a-Car.

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Competition

We operate in the highly competitive online travel category. We compete both to attract users to our websites and mobile applications and to attract travel suppliers and OTAs to participate in our query results and purchase advertising placements on our websites.

Competition for Users

In our efforts to attract and retain users, we compete with travel suppliers, OTAs, search engines and other travel information and research websites. Our major competitors include general search engines such as Google and Bing, OTAs such as Expedia and Orbitz and other travel information sites such as TripAdvisor and Travelzoo. In addition, airlines, hotels and other travel suppliers are increasingly focused on attracting users directly to their own websites.

Competition for Advertisers

While we compete with travel suppliers and OTAs to bring users directly to our websites, such parties also advertise on our websites and mobile applications. Since we do not book travel, and instead offer tools and services which allow travelers to make better informed travel decisions, we do not compete with travel suppliers and OTAs for transactions. We believe that travel suppliers will spend their advertising dollars on the websites and offline media that results in the highest return on investment. This means that we directly compete with search engines, OTAs and traditional offline advertising sources such as TV and print media for travel supplier advertising dollars. We also compete with search engines and offline media sources for advertising from OTAs that look to market their services to travelers. We believe that travel suppliers and OTAs will direct their advertising dollars to the websites, mobile applications and offline media sources that offer the highest return on investment.

Employees

As of October 31, 2010, we had 140 employees, consisting of 129 in the U.S., eight in Germany and three in England. Of those employees, 87 are on our engineering and development team. As of October 31, 2010, we also had an arrangement with an outsourced engineering team in Lithuania that provides us with a team of approximately 14 contractors for engineering and development functions, and a team of 26 contractors in Pakistan who provide engineering, data analysis and data operator functions.

We consider our relationship with our employees to be good. None of our employees is covered by a collective bargaining agreement.

Government Regulation

Laws and regulations applying to businesses generally and to businesses operating on the Internet affect us. As the growth in Internet commerce continues, the number of laws and regulations specific to operating on the Internet is increasing and includes areas such as privacy, content, advertising, and information security. Moreover, the applicability to the Internet of existing laws governing issues such as intellectual property ownership and infringement, obscenity, libel and personal privacy is uncertain and evolving.

Air Transportation Advertising

Our travel suppliers and advertisers are subject to laws and regulations relating to the sale of travel, including regulations and standards promulgated by the Department of Transportation, or DOT, related to the advertising and sale of air transportation. We do not sell or book air transportation, and, therefore, we are not positioned similarly to the entities (such as air carriers and ticket agents) that are usually understood to fall within

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the scope of the DOT’s regulations and standards. Nevertheless, we intend to ensure that any content created by KAYAK is consistent with the DOT’s regulations and standards, and we seek representations of compliance from our travel suppliers and advertisers for content provided to or promoted by KAYAK.

The DOT has recently issued a Notice for Proposed Rulemaking that would revise certain regulations and standards related to the advertising and sale of air transportation. We do not expect that the revisions, if adopted, would substantially impact our business model. However, comments filed by an industry trade association have suggested that DOT in the same proceeding should clarify whether entities similarly positioned to us, known as “metasearch websites,” fall within the scope of the DOT’s regulations and standards. Any action by DOT on this request potentially could impact our business model.

Legal Proceedings

In April 2009, Parallel Networks, LLC filed a complaint against us for patent infringement in the U.S. District Court for the Eastern District of Texas. The complaint alleged, among other things, that our website technology infringes a patent owned by Parallel Networks purporting to cover a “Method And Apparatus For Client-Server Communication Using a Limited Capability Client Over A Low-Speed Communications Link” (U.S. Patent No. 6,446,111 B1) and sought injunctive relief, monetary damages, costs and attorneys fees. The complaint was dismissed without prejudice in February 2010, but the plaintiff filed a new complaint against us on March 29, 2010 containing similar allegations. On October 27, 2010, the court entered a docket control order that sets trial on February 13, 2011. We denied the allegations in our answer filed June 8, 2010 and requested a declaratory judgment of non-infringement, invalidity and unenforceability. We intend to vigorously defend ourselves in this matter.

In August 2010, OWW initiated arbitration with us in the state of New York. OWW contends that we have violated the parties’ 2009 Promotion Agreement by failing to abide by certain exclusivity provisions relating to the display of certain core query results on our websites. It also contends that we owe it in excess of $2.5 million as a result of overpayments that OWW allegedly made to us over the past few years when OWW calculated and reported its own Net Revenue obligations under the agreement. The arbitration was initiated after we provided a “notice of breach” of the agreement to OWW for failing to accurately report and account for Net Revenues under the agreement. To date, OWW has not provided documentation to support the overpayment amount asserted. We have denied the allegations, have asserted a number of affirmative defenses in response to both claims, and continue to stand on our position that OWW has materially breached the agreement. The parties are currently engaged in the early stages of discovery, and expect to continue this phase for the next two months. A hearing date has not yet been definitively set, but the parties expect that the issues will be decided by a three-arbitrator panel before the end of January, 2011.

In addition, from time to time, we may become involved in legal proceedings arising in the ordinary course of our business. Such proceedings, even if not meritorious, could result in the expenditure of significant financial and managerial resources.

Facilities

We lease approximately 6,400 square feet in Norwalk, Connecticut for our corporate headquarters, under a lease that expires in August 31, 2013. We maintain an office of approximately 14,397 square feet in Concord, Massachusetts under a lease that expires February 29, 2016, which office is used primarily by our technology team. We maintain an office of approximately 5,116 square feet in Sunnyvale, California under a lease that expires January 31, 2015, which office is used primarily by our sales team and our west coast engineering team. In addition, we lease office space for our foreign subsidiaries in London, England and Munich, Germany.

We believe our space is adequate for our current needs and that suitable additional space will be available to accommodate the foreseeable expansion of our operations.

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MANAGEMENT

Directors and Executive Officers

Below is a list of our executive officers and directors and their respective ages and positions as of October 31, 2010 and a brief account of their business experience.

Name	Age	Position
Daniel Stephen Hafner	42	Chief Executive Officer, Cofounder and Director
Paul M. English	47	Chief Technology Officer, Cofounder and Director
Melissa H. Reiter	41	Vice President of Finance
Robert M. Birge	40	Chief Marketing Officer
Karen Ruzic Klein	40	General Counsel and Corporate Secretary
Keith D. Melnick	41	Chief Commercial Officer
Paul D. Schwenk	44	Senior Vice President of Engineering
William T. O’Donnell, Jr.	43	Chief Architect
Dr. Giorgos Zacharia	36	Chief Scientist
Dr. Christian W. Saller	39	Managing Director for Europe
Terrell B. Jones (1)	62	Director
Joel E. Cutler	52	Director
Michael Moritz	56	Director
Hendrik W. Nelis	46	Director
Gregory E. Slyngstad	54	Director

(1) Chairman of our board of directors.

Executive Officers

Daniel Stephen Hafner, 42, is our cofounder and has been our Chief Executive Officer and a member of our board of directors since January 2004. Prior to founding our company, Mr. Hafner helped establish Orbitz, Inc., an online travel company, and served as Orbitz, Inc.’s Executive Vice President for Consumer Travel Services from May 2000 until December 2003. From June 1997 until April 2000, Mr. Hafner worked as a consultant with the Boston Consulting Group, a management consulting firm, and advised clients in the e-commerce, health care and industrial goods sectors. Mr. Hafner received a B.A. in economics from Dartmouth College and an M.B.A. from the Kellogg School at Northwestern University. The specific experience, qualifications, attributes and skills that Mr. Hafner brings to our board of directors are significant historical knowledge of KAYAK and relationships in marketing, business development and advertising.

Paul M. English, 47, is our cofounder and has been our Chief Technology Officer and a member of our board of directors since January 2004. Mr. English was previously Vice President of Technology for Intuit Inc. from March 1999 until March 2002. In 1997, he cofounded Boston Light Software Corp., which was acquired by Intuit Inc. in August 1999. He also helped establish Intermute Inc., a provider of anti-spam and anti-spyware solutions in May 2000. Mr. English also served as Senior Vice President of Product Management and Marketing and Senior Vice President Engineering at Interleaf Inc., a developer and marketer of software products and services, from February 1989 until December 1995. Mr. English has served on the board of directors of Partners-In-Health since October 2010 and Village Health Works since January 2010, two non-profit corporations aimed at providing health care to the poor. He received his B.A. and M.S. in computer science from the University of Massachusetts in Boston. As the cofounder responsible for much of the technology involved in

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our business, the specific experience, qualifications, attributes and skills that Mr. English brings to our board of directors are significant technical knowledge and insight on product strategy and a deep commitment to customer service.

Melissa H. Reiter, 41, has served as our Vice President of Finance since October 2009. From October 2006 until October 2009, Ms. Reiter held various positions, most recently as the Vice President of Finance, for Potbelly Sandwich Works, LLC, a restaurant chain. From May 2002 until January 2006, she held various positions, most recently as Controller, at Orbitz, Inc. and prior to that, from August 1991 until May 2002, she held various positions, most recently as senior manager, at Arthur Andersen LLP. Ms. Reiter received a B.S. in business administration from Miami University, Ohio.

Robert M. Birge, 40, has been our Chief Marketing Officer since May 2009. Mr. Birge has more than 15 years of experience in marketing, most recently as the Chief Marketing Officer for IMG Worldwide, Inc., a sports, entertainment and media company, from August 2006 until May 2009. From April 2001 until July 2006, he held various management positions, including Managing Director, at TBWA/Chiat/Day, an advertising agency. From 1998 to 2001, Mr. Birge worked as a consultant with the Boston Consulting Group, where he assisted in the start-up phase of Orbitz, Inc. He received a B.A. in history and government from Dartmouth College and an M.B.A. from the Kellogg School at Northwestern University.

Karen Ruzic Klein, 40, has served as our General Counsel since November 2007 and our Corporate Secretary since February 2008. Ms. Klein also manages all human resource functions for KAYAK. Prior to joining us, Ms. Klein served as Group Vice President, Legal, with Orbitz Worldwide, Inc., an online travel company, from November 2004 until October 2007. From July 2001 until November 2004, she served as Senior Counsel to Orbitz, Inc. Ms. Klein received a B.A. in political science and international relations from the University of Wisconsin and a J.D. from Chicago-Kent College of Law.

Keith D. Melnick, 41, has served as our Chief Commercial Officer since August 2010, prior to which he was the Executive Vice President of Corporate Development from June 2006 until August 2010 and Vice President of Business Development from February 2004 until June 2006. Prior to joining us, Mr. Melnick was a management consultant with the Boston Consulting Group since May 1999, where he concentrated primarily on travel, e-commerce, financial services and industrial goods and helped found Orbitz, Inc. From 1996 until 1999, he served in Revenue Management and Finance with American Airlines, Inc. Mr. Melnick received a B.S. in mechanical engineering from the University of Illinois and an M.B.A. in finance with highest honors from the University of Southern California.

Paul D. Schwenk, 44, has been our Senior Vice President of Engineering since February 2004 and is responsible for our product development. From 1999 until 2004, Mr. Schwenk was a Senior Group Manager at Intuit Inc., a maker of financial and tax preparation software. From 1998 until 1999, he worked as a Senior Software Engineer at Boston Light Software Corp., a developer of web products and software. In 1997, Mr. Schwenk cofounded, and was the President of, Digital Direct Network, a multi-media networking company. Prior to that, he worked as a software engineer for each of NetCentric Corporation from 1995 until 1997, Avid Technology Inc. from 1994 until 1995 and Interleaf Inc. from 1990 until 1994. Mr. Schwenk received a B.S. in computer science from Rochester Institute of Technology.

William T. O’Donnell, Jr., 43, has been our Chief Architect since February 2004 and is responsible for our mobile products and strategy. From 2003 to 2004, he served as Chief Architect at Inuit, Inc. From 1999 to 2003 he served as staff software engineer at Inuit, Inc. From 1998 to 1999 he served as Chief Architect at Boston Light Software. From 1997 to 1998 he served as Chief Technology Officer at Digital Direct Network. From 1995 to 1997, he served as software engineer at Interleaf, Inc., and from 1989 to 1995 he served as software engineer at a variety of technology companies. Mr. O’Donnell received a B.S. in computer engineering from Carnegie Mellon University.

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Dr. Giorgos Zacharia, 36, has been our Chief Scientist since February 2009. In February 2007, he founded Emporics Capital Management, a hedge fund management firm, of which he is a general partner. In January 1999, Mr. Zacharia founded Open Ratings Inc., a provider of supply risk management services which was acquired by Dun & Bradstreet Corp. in 2006, and served as its Chief Technology Officer and Chief Scientist until July 2008. Dr. Zacharia has won five medals in International Mathematical and Physics Olympiads and received an M.S. and a Ph.D. in computer science from the Massachusetts Institute of Technology, where he studied as a Fulbright scholar and a Telecom Italia fellow. Dr. Zacharia holds three algorithm patents.

Dr. Christian W. Saller, 39, has been our Managing Director for Europe since October 2010 and was our Managing Director for Germany from May 2010. Since February 2008, he has also served as the Chief Executive Officer of swoodoo AG, a German travel search engine that we acquired in May 2010. Dr. Saller previously was the Chief Financial Officer of GIGA Television GmbH, a gaming television network in Germany, from April 2006 until January 2008. From September 2005 until March 2006, Dr. Saller served as the Chief Operating Officer of Betty TV AG, an interactive TV infrastructure company. He received a Ph.D. in mathematics from Munich Technical University and an M.B.A. from the London Business School.

Directors

The following information pertains to our directors, their ages, principal occupations and other directorships for at least the last five years and information regarding their specific experience, qualifications, attributes or skills. In selecting directors, we consider factors that are in our best interests and those of our stockholders, including diversity of backgrounds, experience and competencies that our board of directors desires to have represented. These competencies include: independence; adherence to ethical standards; the ability to exercise business judgment; substantial business or professional experience and the ability to offer our management meaningful advice and guidance based on that experience; ability to devote sufficient time and effort to the duties of a director; and any other criteria established by our board of directors together with any core competencies or technical expertise necessary for our committees. We believe that each director possesses these qualities and has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to us and to our board of directors.

Joel E. Cutler, 52, has served as a member of our board of directors since March 2004 and also serves on our compensation committee and audit committee and serves as our audit and compensation committee chairman. Mr. Cutler is a managing director of General Catalyst Partners, a venture capital firm that invests in technology companies, which he cofounded in 2000. Prior to cofounding General Catalyst Partners, he cofounded and operated numerous businesses in the travel, information services, specialty retail, consumer direct marketing and payment processing industries. These businesses include: National Leisure Group, a leisure travel technology and distribution company; Retail Growth ATM Systems, a national ATM and interactive network provider; and Starboard Cruise Services, an operator of duty-free retail stores, for whom he served as Chairman of the board of directors and Chief Executive Officer from 1998 until 2002. Mr. Cutler has served on the board of directors and the audit and compensation committees of FanSnap, Inc., an online ticket comparison shopping site, since October 2007, ITA Software, Inc., a provider of airfare pricing and shopping, since January 2006, and Roost, Inc., a real estate search engine operator, since March 2005, all of which are privately held companies. He has also served on the board of directors of TravelPost, Inc., a privately held online hotel reviews and ratings source operator, since March 2010. He previously served on the board of directors of OLX Inc., an operator of a website for classified ads, from September 2006 until August 2010, and Reveal Imaging Technologies, Inc., a developer of threat detection software and services, from July 2003 until August 2010, all of which are privately held companies. He served on the compensation committee of OLX Inc. and Reveal Imaging Technologies, Inc. Additionally, he is a member of the board of directors of Beth Israel Deaconess Medical Center, Children’s Hospital Boston and The Crohn’s and Colitis Foundation of America. Mr. Cutler received a B.A. in government and economics from Colby College and a J.D. from Boston College Law School. The specific experience, qualifications, attributes and skills that Mr. Cutler brings to our board of directors are strong financial acumen and a unique perspectives from providing guidance and counsel to a wide variety of companies in the online technology sector.

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Terrell B. Jones, 62, has been the Chairman of our board of directors since March 2004 and also serves on our audit committee. Mr. Jones has been the President of Essential Ideas, a travel and e-commerce consulting firm, since he founded it in May 2002. Prior to founding Essential Ideas, Mr. Jones served in various positions with The SABRE Group, a distributor of electronic travel-related products and services, from 1986 until 2002, including most recently as Chief Executive Officer of Travelocity.com Inc., an online travel services provider and a subsidiary of The SABRE Group, from 1996 until 2002 and Chief Information Officer of The SABRE Group from 1996 until 1998. He has served on the board of directors and audit committee of Earthlink, Inc., a publicly-traded Internet service provider, since May 2003. Additionally, he is member of the board of directors of Rearden Commerce Inc., a privately held provider of web-based services ranging from travel and entertainment to shipping and event planning, since June 2006 and Smart Destinations, a privately held provider of pre-paid access to sightseeing destinations, since July 2009. Mr. Jones previously served on the board of directors and audit committee of Overture Services, Inc. from January 2002 until June 2003, La Quinta Corp. from May 2004 until June 2006 and on the board of directors of Travelocity.com Inc. from March 2000 until May 2002. He received a B.A. in history from Denison University. The specific experience, qualifications attributes and skills that Mr. Jones brings to our board of directors are approximately 29 years of experience in the travel industry, a knowledge of the interaction between e-commerce and travel sectors and public company audit and board experience.

Michael Moritz, 56, has served as a member of our board of directors since December 2007. Mr. Moritz has been a member of Sequoia Capital, a venture capital fund, since 1986. Prior to joining Sequoia Capital in 1986, he worked in a variety of positions at Time Warner and was a Founder of Technologic Partners, a technology newsletter and conference company. Mr. Moritz has been a member of the board of directors of Green Dot Corporation, a publicly-traded financial services company, since February 2003. He has previously served on the boards of directors of A123 Systems, Inc., Flextronics Ltd., Google Inc., PayPal, Inc., Red Envelope, Inc., Saba Software, Inc., Yahoo! Inc. and Zappos.com, Inc. He received an M.B.A. from The Wharton School, University of Pennsylvania and an M.A. from the University of Oxford. The specific experience, qualifications attributes and skills that Mr. Moritz brings to our board of directors are his 25 years of experience in the venture capital industry and his service on the boards of directors of a range of private and publicly-traded companies.

Hendrik W. Nelis, 46, is a member of our compensation committee and has served on our board of directors since May 2006. Mr. Nelis is a partner at Accel Partners in London, a venture capital fund which he joined in July 2004. Prior to joining Accel Partners, Mr. Nelis was an investor at Perry Capital from 2002 until 2004, a large hedge fund, where he invested in public communications, media and technology companies. From 1999 until 2002, he was an investment banker at Goldman Sachs International, where he advised businesses on corporate finance and mergers and acquisition transactions. Prior to joining Goldman Sachs, Mr. Nelis founded E-Motion, a venture-backed software company. From 1989 to 1993, Mr. Nelis was at Hewlett-Packard in Palo Alto where he held various engineering positions. He received an M.B.A. with distinction from Harvard Business School and a Ph.D. and M.S. in electrical engineering from Delft University of Technology in The Netherlands. The specific experience, qualifications attributes and skills that Mr. Nelis brings to our board of directors are a unique blend of technical expertise and international experience in investing in and advising media and technology companies.

Gregory E. Slyngstad, 54, is a member of our compensation committee and has served as a member of our board of directors since January 2004. Mr. Slyngstad has served as the Chief Executive Officer of TravelPost.com, a hotel information website, since March 2010. From March 2000 until April 2002, Mr. Slyngstad was the Executive Vice President of Expedia.com, an online travel booking site that he helped establish during his 15 years at Microsoft Corporation, a global developer and manufacturer of software products and services. Additionally, Mr. Slyngstad cofounded VacationSpot.com, an online reservation network, and was its Chief Operating Officer from June 1997 until March 2000, when it was acquired by Expedia.com. He has been a member of the board of directors of TravelPost, Inc. since March 2010 and Roost, Inc. since April 2006, both of which are privately held companies. The specific experience, qualifications attributes and skills that Mr. Slyngstad brings to our board of directors are over 15 years of experience in the online travel industry and product vision.

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Structure of the Board of Directors

Board Composition

Our business and affairs are managed under the direction of our board of directors. Upon completion of this offering, our board of directors will consist of              members. Effective upon the completion of this offering, our amended and restated by-laws will provide that our board of directors will be fixed from time to time by resolution adopted by the affirmative vote of a majority of the total directors then in office. Each director’s term is subject to the election and qualification of his successor, or his earlier death, resignation or removal. Between annual meetings or special meetings of stockholders, any board vacancies may be filled by a vote of the majority of the remaining directors in officer.

Board Composition Prior to Completion of this Offering

The following describes the composition of our board of directors and related provisions of our current certificate of incorporation and various agreements. These arrangements will terminate upon completion of this offering.

Our current amended and restated certificate of incorporation has provided, among other things, the holders of Series A convertible preferred stock the right to designate two members to our board of directors and the holders of Series C convertible preferred stock and holders of Series D convertible preferred stock the right to designate one member each to the board of directors. In furtherance of those provisions, under our Stockholders’ Agreement and our Fifth Amended and Restated Stock Restriction and Co-Sale Agreement, two directors are to be designated by holders of more than 70% in the aggregate of Series A and Series A-1 convertible preferred stock, or the Series A designator, one director is to be designated by each of the holders of a majority of Series C convertible preferred Stock, or the Series C designator, and funds affiliated with Sequoia Capital, as holders of Series D convertible preferred stock, or the Series D designator, and one additional director is to be designated jointly by the Series A designator, the Series C designator and the Series D designator. Additionally, the Series A designator has the right to designate two members of the compensation committee pursuant to our Sixth Amended and Restated Investor Rights Agreement. Currently, funds affiliated with General Catalyst Partners are the Series A designator, funds affiliated with Accel Partners are the Series C designator and funds affiliated with Sequoia Capital are the Series D designator. Pursuant to these arrangements, Messrs. Cutler and Jones are the appointees of the Series A designator, Mr. Nelis is the appointee of the Series C designator, Mr. Moritz is the appointee of the Series D designator and Mr. Slyngstad is the joint appointee of the three designators.

Corporate Governance and Director Independence

Under Rule              of the              Rules, independent directors must comprise a majority of a listed company’s board of directors within one year of listing. In addition, the              Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees be independent within one year of the date of listing. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. Under Rule             , a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered to be independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors has determined that Messrs.             ,             ,             ,             and             each qualify as an independent director under the corporate governance rules of the             . In making this determination, our board of directors affirmatively determined that             ,             ,             ,             and             , do not have a relationship with us that would interfere with the exercise of independent judgment in carrying out

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the responsibilities of a director. Our board of directors has also determined that Messrs. Hafner and English are not independent under the corporate governance rules of the             because they are executive officers of KAYAK.

Board Committees

Our board of directors has established an audit committee and a compensation committee. In addition, our board of directors will establish a nominating and corporate governance committee to be effective upon listing our common stock on             . The composition and responsibilities of each committee are described below. Members will serve on these committees until their resignation or until otherwise determined by our board of directors.

Audit Committee

Our audit committee currently consists of Messrs. Cutler and Jones, with Mr. Cutler serving as chairman. Upon listing our common stock on             , our audit committee will consist of Messrs.             ,              and             . Mr.                     will serve as the chairperson of our audit committee. Our audit committee will have responsibility for, among other things:

• selecting and hiring our independent registered certified public accounting firm and approving the audit and nonaudit services to be performed by our independent registered certified public accounting firm;

• evaluating the qualifications, performance and independence of our independent registered certified public accounting firm;

• monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;

• reviewing the adequacy and effectiveness of our internal control policies and procedures;

• discussing the scope and results of the audit with the independent registered certified public accounting firm and reviewing with management and the independent registered certified public accounting firm our interim and year-end operating results; and

• preparing the audit committee report required by the SEC to be included in our annual proxy statement.

We expect to have two independent audit committee members upon the listing of our common stock on                     , thereby constituting a majority of independent directors, and we expect to have an entirely independent audit committee within one year from the date of listing. Our board of directors has affirmatively determined that Messrs.             and             meet the definition of “independent directors” for purposes of serving on an audit committee under Rule 10A-3 of the Exchange Act and the              Rules. We believe that each member of our audit committee meets the requirements for financial literacy. In addition, Mr.                     qualifies as our “audit committee financial expert.”

Our board of directors will adopt a written charter for our audit committee prior to listing our common stock             , to be in place upon completion of this offering. Upon completion of this offering, the written charter for our audit committee will be available on our website at www.kayak.com, the contents of which are not incorporated herein.

Compensation Committee

Our compensation committee currently consists of Messrs. Cutler, Nelis, and Slyngstad, with Mr. Cutler serving as chairman. Upon listing our common stock on                     , our compensation committee will consist of Messrs.             ,              and             . Mr.                     will serve as the chairperson of our compensation committee. The compensation committee will be responsible for, among other things:

• reviewing and approving compensation of our executive officers including annual base salary, annual incentive bonuses, specific goals, equity compensation, employment agreements, severance and change-in-control arrangements and any other benefits, compensation or arrangements;

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• reviewing succession planning for our executive officers;

• reviewing and recommending compensation goals, bonus and stock compensation criteria for our employees;

• determining the compensation of our directors;

• reviewing and discussing annually with management our “Executive Compensation—Compensation Discussion and Analysis” disclosure required by SEC rules;

• preparing the compensation committee report required by the SEC to be included in our annual proxy statement; and

• administering, reviewing and making recommendations with respect to our equity compensation plans.

We expect to have three independent compensation committee members upon the listing of our common stock on                     , thereby constituting an entirely independent compensation committee on the date of listing. Our board of directors has affirmatively determined that Messrs.             ,              and              meet the definition of “independent directors” for purposes of serving on a compensation committee under applicable SEC and Rules.

Our board of directors will adopt a written charter for our compensation committee prior to listing our common stock on                     , to be in place upon completion of this offering. Upon completion of the offering, the written charter for our compensation committee will be available on our website at www.kayak.com, the contents of which are not incorporated herein.

Nominating and Corporate Governance Committee

We do not currently have a nominating and corporate governance committee. Our board of directors will establish this committee effective upon listing our common stock on                     , which will consist of Messrs.             ,              and             . Mr.                      will serve as the chairperson of our nominating and corporate governance committee.

The nominating and corporate governance committee will be responsible for, among other things:

• assisting our board of directors in identifying prospective director nominees and recommending nominees for each annual meeting of stockholders to our board of directors;

• reviewing developments in corporate governance practices and developing and recommending governance principles applicable to our board of directors;

• overseeing the evaluation of our board of directors and management; and

• recommending members for each committee of our board of directors.

We expect to have three independent nominating and corporate governance committee members upon the listing of our common stock on                     , thereby constituting an entirely independent committee on the date of listing. Our board of directors has affirmatively determined that Messrs.             ,              and              meet the definition of “independent directors” for purposes of serving on a corporate governance and nominating committee under applicable SEC and the              Rules.

Our board of directors will adopt a written charter for our nominating and corporate governance committee prior to listing our common stock on                     , to be in place upon completion of this offering. Upon completion of the offering, the written charter for our nominating and corporate governance committee will be available on our website at www.kayak.com, the contents of which are not incorporated herein.

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Compensation Committee Interlocks and Insider Participation

During the last fiscal year, Messrs. Cutler, Nelis and Slyngstad served on our compensation committee. Each of Messrs. Cutler, Nelis and Slyngstad all have relationships with us that require disclosure under Item 404 of Regulation S-K under the Exchange Act. See “Certain Relationships and Related Party Transactions” for more information.

During the past fiscal year, none of our executive officers served as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who served as members of our board of directors or our compensation committee. None of the members of our compensation committee is an officer or employee of KAYAK, nor have they ever been an officer or employee of KAYAK.

Code of Business Conduct and Ethics

Prior to the completion of this offering, we will adopt a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Upon completion of the offering, our code of business conduct and ethics will be available on our website at www.kayak.com, the contents of which are not incorporated herein. Any amendments to the code, or any waivers of its requirements, will be disclosed on our website.

Board Leadership and Board’s Role in Risk Oversight

Upon completion of this offering, Mr. Jones, a non-employee, independent director, will serve as Chairman of our board of directors. We support separating the position of Chief Executive Officer and Chairman to allow our Chief Executive Officer to focus on our day-to-day business, while allowing the Chairman to lead our board of directors in its fundamental role of providing advice to, and independent oversight of, management. Our board of directors recognizes the time, effort and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our Chairman, particularly as our board of directors’ oversight responsibilities continue to grow. Our board of directors also believes that this structure ensures a greater role for the independent directors in the oversight of our company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our board of directors.

While our amended and restated by-laws and our corporate governance guidelines to be in effect upon completion of this offering will not require that our Chairman and Chief Executive Officer positions be separate, our board of directors believes that having separate positions and having an independent outside director serve as Chairman is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.

Risk is inherent with every business and we face a number of risks as outlined in the “Risk Factors” section of this prospectus. Management is responsible for the day-to-day management of risks we face, while our board of directors, as a whole and through its audit committee, is responsible for overseeing our management and operations, including overseeing its risk assessment and risk management functions. Our board of directors expects to delegate responsibility for reviewing our policies with respect to risk assessment and risk management to our audit committee through its charter. Our board of directors believes that this oversight responsibility can be most efficiently performed by our audit committee as part of its overall responsibility for providing independent, objective oversight with respect to our accounting and financial reporting functions, internal and external audit functions and systems of internal controls over financial reporting and legal, ethical and regulatory compliance. Our audit committee will regularly report to our board of directors with respect to its oversight of these important areas.

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Compensation Policies and Practices and Risk Management

We consider in establishing and reviewing our compensation philosophy and programs, whether such programs encourage unnecessary or excessive risk taking. Base salaries are fixed in amount and, consequently, we do not see them as encouraging risk taking. Employees are also eligible to receive a portion of their total compensation in the form of annual cash bonus awards. While the annual cash bonus awards focus on achievement of annual goals and could encourage the taking of short-term risks at the expense of long-term results, our annual cash bonus awards represent only a portion of eligible employees’ total compensation and are tied to both corporate performance measures and individual performance. We believe that the annual cash bonus awards appropriately balance risk with the desire to focus eligible employees on specific goals important to our success and do not encourage unnecessary or excessive risk taking.

We also provide our named executive officers and other senior managers long-term equity awards to help further align their interests with our interests and those of our stockholders. See “Executive Compensation—Compensation Discussion and Analysis” for additional discussion regard our compensation practice. We believe that these awards do not encourage unnecessary or excessive risk taking, since the awards are generally provided at the beginning of an employee’s tenure or at various intervals to award achievements or provide additional incentive to build long-term value and are generally subject to vesting schedules to help ensure that executives and senior managers have significant value tied to our long-term corporate success and performance.

We believe our compensation philosophy and programs encourage employees to strive to achieve both short- and long-term goals that are important to our success and building stockholder value, without promoting unnecessary or excessive risk taking. We review our compensation policies and practices periodically to determine whether such policies and practices are appropriate in light of our risk management objectives. We have concluded that our compensation philosophy and practices are not reasonably likely to have a material adverse effect on us.

Director Compensation

Historically, we have not provided cash retainers or fees to our directors for their service on the board of directors or its committees, or for attending board or committee meetings. In addition, our directors who are also employees receive no additional compensation or benefits for service on the board of directors or its committees. All members of our board of directors receive reimbursement of reasonable and documented costs and expenses incurred in connection with attending any meetings of our board of directors or any of our committees.

During fiscal year 2009, we granted to each of Messrs. Jones and Slyngstad stock options under our Third Amended and Restated 2005 Equity Incentive Plan to purchase up to 120,000 shares of common stock at an exercise price of $7.50 per share. Each of our nonemployee directors also has an indemnification agreement with us, which we will file as an exhibit to our registration statement of which this prospectus is a part. We also expect our directors to execute a new form of indemnification agreement prior to completion of this offering. See “Certain Relationships and Related Party Transactions—Indemnification of Officers and Directors” for more information.

To attract and retain the most highly qualified individuals to serve on our board of directors, upon completion of this offering, those directors who are nonemployees will be eligible to receive compensation from us for their service on our board of directors. Our executives who are members of our board of directors will not receive compensation for their service on our board of directors. Upon completion of this offering, we expect that the nonemployee directors will be paid:

• a base annual retainer of $             in cash;

• an additional $             in cash to the members of the audit, compensation and nominating and corporate governance committees for each meeting attended;

• an additional annual retainer of $             in cash to the chair of the audit committee;

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• an additional annual retainer of $             in cash to the chair of the compensation committee and the corporate governance and nominating committee; and

• an additional annual retainer of $             in cash to the chairperson of our board of directors.

Upon completion of this offering, we intend to provide certain nonemployee directors with equity compensation for service on our board of directors and committees. The amount of this compensation has not been determined, but we anticipate that it will be consistent with amounts paid by comparable public companies. In addition, we will also continue to reimburse directors for reasonable expenses incurred to attend meetings of our board of directors or committees.

Fiscal Year 2009 Director Compensation

The following table sets forth information regarding the compensation of our non-employee directors for the most recently completed fiscal year.

Name	Fees Earned or Paid in Cash		Option Awards ($)(1)		All Other Compensation ($)		Total ($)
Joel E. Cutler		—		—		—		—
Terrell B. Jones(2)		—	$			—	$
Michael Moritz		—		—		—		—
Hendrik W. Nelis		—		—		—		—
Gregory E. Slyngstad(3)		—	$			—	$

(1) For stock options granted, the value set forth is the full grant date fair value, in accordance with FASB ASC 718. Valuation assumptions used to determine the fair value of the option awards are described in the notes to the financial statements appearing elsewhere in this prospectus.

(2) On May 19, 2009, we awarded Mr. Jones stock options to purchase up to 120,000 shares of our common stock having an exercise price of $7.50 per share and a grant date fair value of $            . Under Mr. Jones’ stock option agreement, these options vest in 48 equal monthly installments.

(3) On May 19, 2009, we awarded Mr. Slyngstad stock options to purchase up to 120,000 shares of our common stock having an exercise price of $7.50 per share and a grant date fair value of $            . Under Mr. Slyngstad’s stock option agreement, these options vest in 48 equal monthly installments.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The purpose of this compensation discussion and analysis section is to provide information about the material elements of compensation that are paid, awarded to, or earned by, our “named executive officers,” who consist of our principal executive officer, principal financial officer and our three other most highly compensated executive officers. For fiscal year 2009, our named executive officers, were:

• Daniel Stephen Hafner, President, Chief Executive Officer and Director;

• Melissa H. Reiter, Vice President of Finance;

• Paul M. English, Chief Technology Officer and Director;

• Karen Ruzic Klein, General Counsel and Secretary; and

• Robert M. Birge, Chief Marketing Officer.

Historical Compensation Decisions

We are a privately held company with a relatively small number of stockholders, including our principal stockholders, Sequoia Capital, General Catalyst Partners, Accel Partners and Oak Investment Partners. As a result, we have not previously been subject to any stock exchange listing or SEC rules requiring a majority of our board of directors to be independent or relating to the formation and functioning of board committees. Most, if not all, of our prior compensation policies and determinations, including those made for fiscal year 2009, have been the product of discussions between our Chief Executive Officer, our Chief Technology Officer and our existing compensation committee and board of directors.

Upon completion of this offering, we expect that our compensation committee will review our existing compensation approach to determine whether such approach is appropriate given that we will be a public company. Accordingly, the compensation paid to our named executive officers for fiscal year 2009 is not necessarily indicative of how we will compensate our named executive officers in the future.

Compensation Philosophy and Objectives

Our board of directors, in consultation with our compensation committee, reviews and approves the compensation of our named executive officers and oversees and administers our executive compensation approach and initiatives. Our executive compensation approach is based upon a philosophy that is designed to:

• attract and retain talented and experienced executives in our industry;

• reward executives whose knowledge, skills and performance are critical to our success;

• align the interests of our executive officers and stockholders by motivating executive officers to increase stockholder value and rewarding executive officers when stockholder value increases; and

• recognize the contributions each executive officer makes to our success.

The board of directors meets outside the presence of all of our named executive officers, except Ms. Klein, our General Counsel and Secretary, to consider appropriate compensation for our Chief Executive Officer and Chief Technology Officer. For all other named executive officers, the board of directors meets outside the presence of all named executive officers except our Chief Executive Officer, Chief Technology Officer and our General Counsel and Secretary, and further meets outside the presence of Ms. Klein when her compensation is being considered.

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Historically, compensation has been highly individualized, the result of arm’s-length negotiations and based on a variety of informal factors including, in addition to the factors listed above, our financial condition and available resources, our need for a particular position to be filled and the compensation levels of our other executive officers. In addition, we informally considered the competitive market for corresponding positions within the online travel and general technology industries. This informal consideration was based on the general knowledge possessed by members of our board of directors and our executive officers regarding the compensation given to executive officers of other similarly situated companies and through informal benchmarking. As a result, our compensation committee and board of directors historically have applied their discretion to make compensation decisions and set the compensation for each named executive officer on an individual basis.

Upon completion of this offering, we expect that our Chief Executive Officer and Chief Technology Officer will review annually with the compensation committee each named executive officer’s performance and recommend appropriate base salary, cash performance awards and grants of equity incentive awards. Based upon these recommendations, and in consideration of the objectives described above and the principles described below, the compensation committee will approve the annual compensation packages of our named executive officers other than our Chief Executive Officer and Chief Technology Officer. The compensation committee, or the full board of directors upon recommendation of the compensation committee, will also annually analyze the performance of our Chief Executive Officer and Chief Technology Officer and approve their annual compensation packages based on its assessment of their performance.

Elements of Compensation

Our current executive compensation approach, which was set by our compensation committee and board of directors, consists of the following components:

• base salary;

• annual bonus awards consisting of cash or restricted stock awards, linked to corporate and individual performance;

• periodic grants of stock options and restricted stock awards; and

• other executive benefits and perquisites.

Executive compensation includes both fixed compensation (base salary, benefits and executive perquisites) and variable compensation (annual bonus and equity grants). Each component is linked to one or more of the compensation philosophy objectives listed above.

Fixed compensation is designed to induce talented executives to join or remain with us, while variable cash incentive awards are tied specifically to the achievement of our annual financial objectives and individual performance. Bonus amounts generally relate to the scope of responsibility for each named executive officer. Our bonus awards are designed to align each executive’s annual goals for his or her respective area of responsibility with the financial goals of the entire business.

The other element to variable compensation is equity awards, including stock option awards and restricted stock awards. Our Third Amended and Restated 2005 Equity Incentive Plan was adopted by our board of directors to award equity-based compensation, including stock options and restricted stock to executive officers and other key employees. The grants awarded under our Third Amended and Restated 2005 Equity Incentive Plan had no public market and no certain opportunity for liquidity until the completion of this offering, making them inherently long-term compensation. We expect to discontinue granting new awards under our Third Amended and Restated 2005 Equity Incentive Plan and adopt a 2011 Equity Incentive Plan, which will be in effect upon completion of this offering.

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In the future, the compensation committee and the board of directors may engage and seek the input of consultants to evaluate our compensation packages and may formally benchmark executive compensation against a peer group of comparable companies.

Base Salary

Historically, base salary has been the primary component of our compensation packages as it provides a constant and consistent source of income to our named executive officers. The initial base salary for each of our named executive officers was set in his or her employment agreement when the named executive officer commenced employment with us. Typically, base salaries are reviewed annually by our compensation committee and board of directors with input from our Chief Executive Officer and Chief Technology Officer, for base salaries other than the Chief Executive Officer and Chief Technology Officer, and may be increased depending on business circumstances and individual situations. Base salary also affects bonus awards as bonus awards for most employees, including named executive officers, are typically based on a percentage of base salary. Upon the completion of this offering, in determining base salaries of our named executive officers, the compensation committee and board of directors may also consider recommendations by compensation consultants, formal benchmarking against a particular set of comparable companies or survey data, or a combination of these factors.

In fiscal year 2009, our named executive officers received the following in annual base salary: $             for Mr. Hafner; $             for Ms. Reiter; $             for Mr. English; $             for Ms. Klein; and $             for Mr. Birge.

In fiscal year 2009, as part of the review process of the board of directors, Ms. Klein received a salary increase from $             to $             to align Ms. Klein’s base salary with that of similarly situated executives. There were no other salary increases for our named executive officers in 2009. There were no salary decreases for our named executive officers in 2009.

Bonus Awards

Our board of directors, with input from our compensation committee and our Chief Executive Officer and Chief Technology Officer, other than for their own bonuses, determines annual cash bonus awards to our named executive officers. The annual cash bonuses are intended to reward the achievement of corporate objectives linked to our financial results. Historically, we have typically offered named executive officers the choice to take any bonus actually awarded either in cash or in a comparable number of shares of restricted common stock. We believe that our bonus awards help us attract and retain qualified and highly skilled executives and reward and motivate named executive officers who have had a positive impact on corporate results.

Historically, on an annual basis, our board of directors typically sets aside a bonus pool for executive officers and key employees with bonuses paid out, if at all, at the discretion of the board of directors, for Mr. Hafner and Mr. English, or by Mr. Hafner and Mr. English, for most other employees. Bonuses are typically based on positive performance and our achievement of certain financial and commercial targets determined by the board of directors prior to the beginning of each fiscal year. For our named executive officers, bonus targets, as a percentage of base salary, are set forth in the employment contract of each named executive officer. Actual bonus awards represent a portion of such target percentages, based on KAYAK’s achievement of corporate targets and the individual’s contribution to such achievement of corporate performance.

In determining bonuses for fiscal year 2008 and fiscal year 2009, the board of directors, for Mr. Hafner and Mr. English, and Mr. Hafner and Mr. English, for the other named executive officers, determined that each named executive officer made positive contributions to our financial performance. In fiscal year 2008, the following financial and corporate achievements, among other items, were noted:

• we met or exceeded our customer satisfaction targets for the year;

• we met or exceeded our revenue targets for the year;

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• we met or exceeded our cash flow targets for the year; and

• we met or exceeded our targeted number of visitors to our websites and queries for the year.

As a result of our financial performance, our board of directors awarded the following cash bonus amounts for fiscal year 2008, which were paid in 2009:                     received $            ;                     received $            ; and                    received $            . Of such amounts,                     elected to receive                     share of restricted common stock,              elected to receive              shares of restricted common stock and              elected to receive              shares of restricted common stock.

In fiscal year 2009, the following financial and corporate achievements, among other items, were noted:

• we substantially met our target goals for number of visits and queries for the year; and

• we substantially met our commercialization goals for the year including our target revenues and target EBITDA amounts.

Since we failed to fully meet our target financial and corporate goals for the year, the bonuses paid for fiscal year 2009 were only         % of the targets set in each named executive officer’s employment agreement, and Mr. Hafner and Mr. English did not receive a bonus award. As a result our financial performance, our board of directors awarded the following cash bonus amounts for fiscal year 2009, which were paid in 2010:              received $            ;              received $            ; and              received $            . Of such amounts,              elected to receive              shares of restricted common stock,              elected to receive              shares of restricted common stock and              elected to receive              shares of restricted common stock.

In fiscal year 2010, the board of directors revised the maximum bonus amounts Mr. Hafner and Mr. English could receive as a percentage of their respective salaries, retroactive to January 1, 2009. As a result, Mr. Hafner is entitled to earn a bonus of up to         % of his base salary, and Mr. English is entitled to earn a bonus up to         % of his base salary.

Upon completion of this offering, we expect our board of directors or compensation committee to establish a bonus plan comparable to other public companies in our industry. We may use formal bench-marking efforts to establish such a bonus plan.

Equity-Based Compensation

Our board of directors believes that equity-based compensation is an important component of our executive compensation approach and that providing a significant portion of our named executive officers’ total compensation package in equity-based compensation aligns the incentives of our named executive officers with the interests of our stockholders and with our long-term corporate success. Additionally, our compensation committee and board of directors believe that equity-based compensation awards enable us to attract, motivate, retain and adequately compensate executive talent. To that end, we have awarded equity-based compensation in the form of options to purchase shares of our common stock and shares of restricted stock. Our compensation committee and board of directors believe these forms of equity-based compensation provide our named executive officers with a significant long-term interest in our success by rewarding the creation of stockholder value over time.

Stock Options

Generally, each named executive officer is provided with a stock option grant when he or she joins KAYAK based upon his or her position with us. Each such initial stock option grant generally vests over the course of four years with 25% of the shares vesting on the first anniversary of the grant date or employment date, as applicable, and the remainder of the shares vesting in 36 equal monthly installments. In addition to stock options granted upon commencement of employment with us, our compensation committee or board of directors may grant

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additional stock options from time to time to retain our executives and to recognize the achievement of corporate and individual goals. Stock options awarded as retention grants or in recognition of special achievements generally vest in 48 equal monthly installments. The term of stock options issued under our Third Amended and Restated 2005 Equity Incentive Plan is generally ten years from the date of grant.

Stock options are granted with an exercise price equal to or greater than the fair value of our stock on the applicable date of grant. To date, our board of directors has determined fair value for purposes of stock option pricing based on appraisals performed by independent consultants retained for this purpose and through the board of directors’ own good-faith analysis at the time the options were granted after review of all factors deemed relevant by the board of directors, including among others:

• the value of our tangible and intangible assets, the present value of our projected future cash-flows and other elements of our financial performance and position;

• any recently completed arm’s-length transactions in our capital stock;

• the competitive landscape;

• the market value of stock or equity interests in comparable companies;

• the liquidation preferences and other preferential rights of our convertible preferred stock;

• the lack of a control premium in the our common stock; and

• the lack of marketability of our common stock.

After the completion of this offering, fair value will be based on the closing price of our common stock on                     the date of grant.

In general, stock option grants to our named executive officers have been determined at the discretion of our board of directors. In addition, our board of directors has also considered a named executive officer’s current position with us, the size of his or her total compensation package and the amount of existing vested and unvested stock options, if any, then held by the executive officer. Upon completion of this offering, the compensation committee intends to undertake primary responsibility for this function and to formalize this process with annual grants and may use formal bench-marking efforts to determine grant amounts.

Restricted Stock

In addition to grants of stock options, we have also awarded shares of restricted stock to our executive officers and key employees in lieu of all or a portion of their annual merit-based cash bonus and stock option awards, and in recognition of special contributions and achievements. We believe that the use of restricted stock awards as a portion of our long-term equity-based compensation program may have the benefit of incentivizing our executive officers and key employees to remain with us and to continue performing at a high level even during periods in which our stock price is down and previously granted stock options may have little or no realizable value.

Fiscal Year 2009 Stock Option and Restricted Stock Awards

In fiscal year 2009, we approved stock option awards to Ms. Reiter and Mr. Birge in connection with their commencement of employment with KAYAK. In fiscal year 2009, we also approved grants of restricted stock awards to Messrs. Hafner, English and Birge and Ms. Klein. These restricted stock grants represent a portion of the 2009 merit-based bonuses of certain named executive officers who elected to receive restricted stock in lieu of cash, up to the maximum value of the cash bonus amount awarded to such executive by the board of directors. The shares of restricted stock awards representing such grants were issued to the recipients in February 2010.

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The stock options and restricted stock awards were granted in accordance with our Third Amended and Restated 2005 Equity Incentive Plan as follows:

Name Grant Date Number of Securities
Underlying Options
(#) Exercise Price of
Option Awards
($/Sh)

The number of shares of common stock underlying each stock option grant was determined by our board of directors based upon the outstanding equity grants held both by the individual and by our named executive officers as a group, total compensation, performance, the vesting dates of outstanding grants, tax and accounting costs, potential dilution and other factors. The exercise price of the stock options equals at least 100% of the fair market value on the grant date in accordance with the terms of the Third Amended and Restated 2005 Equity Incentive Plan. The number of shares underlying each restricted stock grant to executives electing to receive restricted stock in lieu of part or all of their 2009 merit bonus was determined based on the fair market value of our common stock on the grant date and the dollar amount of the executive’s cash bonus that the executive elected to receive instead in the form of restricted stock.

Other Executive Benefits and Perquisites

We provide the following benefits to our named executive officers to attract and retain qualified and highly skilled executives:

• health and dental insurance;

• long-term disability, life insurance and accidental death and dismemberment insurance plans;

• participation in our flexible spending plan;

• participation in the our 401(k) plan;

• paid vacation as provided in each named executive officer’s employment contract; and

• directors’ and officers’ liability insurance.

We also provide for the reimbursement of certain business and travel expenses to our named executive officers. In addition, in 2009, we provided $             in expenses to Ms. Reiter in connection with her relocation to the New York City area in connection with the commencement of her employment with us.

Severance and Change-in-Control Benefits

We have entered into employment agreements with the named executive officers that contain severance benefits, the terms of which are described under the heading “—Employment Agreements and Potential Payments Upon Termination or Change-in-Control.” We believe these severance benefits are essential elements of our executive compensation package by assisting in recruiting and retaining talented executives.

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Section 162(m) Compliance

Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, or the Code, limits us to a deduction for federal income tax purposes of no more than $1.0 million of compensation paid to certain executive officers in a taxable year. Compensation above $1.0 million may be deducted if it is “performance-based compensation” within the meaning of section 162(m) of the Code. Our board of directors believes that we should be able to continue to manage our executive compensation for our named executive officers so as to preserve the related federal income tax deductions, although individual exceptions may occur.

Summary Compensation table

The following table sets forth certain information regarding compensation for fiscal year 2009 awarded to or paid to our named executive officers.

Name and Principal Position	Year		Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	All Other Compensation ($)	Total ($)
Daniel Stephen Hafner		2009
Chief Executive Officer & Cofounder
Melissa H. Reiter		2009
Vice President of Finance
Paul M. English		2009
Chief Technology Officer & Cofounder
Karen Ruzic Klein		2009
General Counsel
Robert M. Birge		2009
Chief Marketing Officer

2009 Grants of Plan-Based Awards

The following table sets forth certain information regarding grants of plan-based awards to our named executive officers for fiscal year 2009.

Name

Grant Date

Approval Date

Estimated Future Payouts  Under Non-Equity Incentive Plan Awards

Estimated Future Payouts  Under Equity Incentive Plan Awards

All Other Stock Awards: Number of Shares of Stock (#)

All Other Option Awards: Number of Securities Underlying Options (#)

Exercise or Base Price of Option Awards ($/Sh)

Grant Date Fair Value of Stock and Option Awards

Threshold ($)

Target ($)

Maximum ($)

Threshold (#)

Target (#)

Maximum (#)

Daniel Stephen Hafner

Melissa H. Reiter

Paul M. English

Karen Ruzic Klein

Robert M. Birge

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Outstanding Equity Awards at 2009 Fiscal Year-End

The following table sets forth certain information regarding outstanding equity awards for each of our named executive officers as of end of fiscal year 2009.

	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares of Stock That Have Not Vested (#)	Market Value of Shares of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Other Rights That Have Not Vested ($)
Daniel Stephen Hafner
Melissa H. Reiter
Paul M. English
Karen Ruzic Klein
Robert M. Birge

Options Exercised and Stock Vested

The following table sets forth stock vested pursuant to awards of restricted stock for each of our named executive officers during the fiscal year 2009. None of our named executive officers exercised stock options during the fiscal year 2009.

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized  on Vesting ($)
Daniel Stephen Hafner
Melissa H. Reiter
Paul M. English
Karen Ruzic Klein
Robert M. Birge

Pension Benefits

We do not sponsor defined benefit plans. Consequently, our named executive officers did not participate in, or have account balances in, qualified or nonqualified defined benefit plans. Our board of directors or compensation committee may elect to adopt qualified or nonqualified defined benefit plans in the future if it determines that doing so is in our best interest.

Nonqualified Deferred Compensation

We do not maintain nonqualified defined contribution plans or other deferred compensation plans. Consequently, our named executive officers did not participate in, or have account balances in, nonqualified defined contribution plans or other nonqualified deferred compensation plans. Our board of directors or compensation committee may elect to provide our executive officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interest.

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Employment Agreements and Potential Payments Upon Termination or Change-in-Control

Employment Agreements

We have entered into employment agreements with each of our named executive officers as described below.

Daniel Stephen Hafner. On March 2, 2004, we entered into an executive employment agreement with Mr. Hafner, which was amended on March 1, 2007 and June 26, 2008. The agreement provides for an annual base salary of $            , subject to adjustment by the board of directors, and a bonus of up to     % of his annual base salary, payable in either cash or restricted common stock, at the election of Mr. Hafner. The agreement also provides for four weeks of paid vacation per year, reimbursement of reasonable business expenses, and participation in such other benefits programs as are provided to our executives generally.

Melissa H. Reiter. On September 30, 2009, we entered into an employment agreement with Ms. Reiter. The agreement provides for Ms. Reiter to receive an annual base salary of $            , subject to periodic review and adjustment by management, and an annual bonus of up to     % of her annual base salary, payable in either cash or restricted stock, at the election of KAYAK. Under the agreement, Ms. Reiter received a signing bonus of $             and a guaranteed 2009 bonus of $             , which was paid in 2010. The agreement provides for three weeks of paid vacation per year, reimbursement of reasonable business expenses, and participation in such other benefits programs as are provided to our executives generally. In addition, the terms of the agreement permitted Ms. Reiter to be reimbursed for up to $             for expenses incurred in connection with her relocation in connection with the commencement of her employment with KAYAK.

Paul M. English. On March 2, 2004, we entered into an executive employment agreement with Mr. English, which was amended on March 1, 2007 and June 26, 2008. The agreement provides for an annual base salary of $            , subject to adjustment by the board of directors, and a bonus of up to     % of his annual base salary, payable in either cash or restricted common stock, at the election of Mr. English. The agreement also provides for four weeks of paid vacation per year, reimbursement of reasonable business expenses and participation in such other benefits programs as are provided to our executives generally.

Karen Ruzic Klein. On October 22, 2007, we entered into an employment agreement with Ms. Klein, which provides for an annual base salary of $            , subject to periodic review and adjustment by management, and an annual bonus of up to     % of her annual base salary, payable in either cash or restricted stock, at the election of KAYAK. The agreement provides for three weeks of paid vacation per year, reimbursement of reasonable business expenses, and participation in such other benefits programs as are provided to our executives generally.

Robert M. Birge. On April 9, 2009, we entered into an employment agreement with Mr. Birge, which provides for an annual base salary of $            , subject to periodic review and adjustment by management, and an annual bonus of up to     % of his annual base salary, payable in either cash or restricted stock, at the election of KAYAK. The agreement provides for three weeks of paid vacation per year, reimbursement of reasonable business expenses, and participation in such other benefits programs as are provided to our executives generally.

Termination of Employment Agreements and Change-in-Control Arrangements

The information below describes and quantifies certain compensation that would become payable under each named executive officer’s employment agreement if, as of December 31, 2009, their employment agreements were in effect and their employment with us had been terminated. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event.

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The employment agreements for Mr. Hafner and Mr. English provide for compensation in the event of termination of their employment due to death or disability, without cause, and by the executive for good reason. Both Mr. Hafner’s and Mr. English’s employment agreements contain the following termination-related provisions:

• Termination Due to Death or Disability. Severance payments equal to any unpaid portion of the executive’s base salary through the date of death or disability, any accrued but unused vacation time through the date of termination, and reimbursement of business expenses incurred through such date. In addition, the executive would be entitled to any unpaid bonuses from prior years, and the pro rata portion of any bonus earned but unpaid for the year during which the agreement is terminated.

• Termination Without Cause or for Good Reason. Severance payments equal to the executive’s base salary through the date of termination, and for six months thereafter, to be paid in accordance with our standard payroll practices, any accrued but unused vacation time through the date of termination, and reimbursement of business expenses incurred through such date. If the employee elects to continue medical insurance coverage after termination, KAYAK would pay COBRA payments during the six-month severance period, or until the employee accepted other employment, if sooner. In addition, the executive would be entitled to any unpaid bonuses from prior years, and the pro rata portion of any bonus earned but unpaid for the year during which the agreement is terminated.

• Termination by the Employee other than for Good Reason. Any salary earned but unpaid through the date of termination, any earned but unpaid bonuses from prior years, any accrued by unused vacation time through the date of termination, and reimbursement of business expenses incurred through such date.

• Conditions to Severance. Receipt of any severance and benefits upon termination without cause or for good reason is conditioned on the executive signing a release and waiver of claims in a form satisfactory to us.

• Noncompetition. Mr. Hafner’s and Mr. English’s executive employment agreements also require each of them to enter into our standard employee noncompetition, nondisclosure and developments agreement, which generally prohibit employees from disclosing confidential information and trade secrets, soliciting any employee, vendor or customer for one year following termination of their employment and working with or for any competing companies during their employment and for one year thereafter. In addition to Mr. Hafner and Mr. English, our other named executive offers have also entered into our standard employee noncompetition, nondisclosure and developments agreement.

• “For Cause.” Under these employment agreements, “cause” generally means (i) failure or refusal of the employee to perform his reasonably assigned duties to KAYAK; (ii) a material breach of the employment agreement or the employee noncompetition, nondisclosure and developments agreement described above, or any other agreement between the employee and KAYAK relating to the employee’s employment with KAYAK; (iii) embezzlement or misappropriation of KAYAK’s assets or property; (iv) gross negligence, misconduct, neglect of duties, theft dishonesty or fraud with respect to KAYAK, or a breach of fiduciary duties to KAYAK; or (v) indictment or conviction of felony or any crime involving moral turpitude, including a plea of guilty or nolo contendere.

• “Good Reason.” Under these employment agreements, “good reason” generally means (i) mutual agreement between us and the employee that good reason exists; (ii) a material violation by us of the employee’s executive employment agreement; (iii) demotion of the executive, without his prior consent, to a position that does not include significant managerial responsibilities; or (iv) reduction in base salary, other than in connection with and substantially proportionate to a general salary reduction that applies to our executive officers generally.

The employment agreements for Mss. Reiter and Klein and Mr. Birge each provide for compensation in the event of involuntary termination of their employment other than for cause. Under these employment agreements,

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in the event of involuntary termination of their employment other than for cause, each would be entitled to receive six months base salary plus bonus and payment of COBRA insurance coverage for the duration of the six month severance term. In addition, Ms. Reiter would be entitled to receive six months base salary as severance if we were to hire a Chief Financial Officer and she were to elect to terminate her employment during the six month period immediately following the hiring of such Chief Financial Officer.

Under both our Third Amended and Restated 2005 Equity Incentive Plan and our 2004 Stock Incentive Plan, in the event of a merger or consolidation, other than a merger or consolidation in which our stockholders will hold more than 50% of the equity interests of the surviving entity immediately following such merger or consolidation, the sale of all or substantially all of our assets, or the acquisition by any person of securities representing more than 50% of the total combined voting power of KAYAK, all of which are referred to in this prospectus as a change of control, (i) 50% of the unvested portion of all options outstanding as of the date of the change of control will vest and become exercisable as of such date and (ii) the risk of forfeiture (as defined in the plans) or repurchase right applicable to 50% of any restricted stock grant will lapse, and 50% of the stock relating to such awards will become free of all restrictions and become fully vested and transferable, as of the date of the change in control. The remaining outstanding options and restricted stock subject to a risk of forfeiture or repurchase right will vest and become exercisable upon:

• the termination of the participant’s employment or other association with us and our affiliates by us without cause (as defined in the plans) or by the plan participant for good reason (as defined in the plans) or upon the plan participant’s position, duties, authority or responsibilities being materially diminished, other than on a temporary basis, within one year after the date of such change of control; or

• the date a change of control occurred if such termination or diminution occurs within 60 days prior to the date on which the change of control occurred, and the affected plan participant demonstrates that such termination or diminution was at the request of a third party that took actions to effect the change of control or otherwise arose in connection with or anticipation of the change of control.

In the event of a change of control, outstanding awards under both plans will be subject to the terms of any agreement of merger or reorganization that effects the change of control.

Under certain of the individual stock option agreements and restricted stock agreements entered into with each of our named executive officers, we have the right to repurchase any shares of common stock acquired by the executive pursuant to the exercise of stock options for a period of 90 days following the later of the termination of the executive’s employment and the receipt by the executive of the shares upon exercise of the stock option. Our right of repurchase with respect to the stock options subject to any stock option agreement will lapse to the extent the shares subject to such stock option agreement become readily tradable on a nationally recognized securities exchange or market.

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The following table sets forth the amounts of compensation payable by us to our named executive officers, including cash severance, benefits and perquisites and long-term incentives. The amounts shown assume that the specified event was effective as of December 31, 2009 under their employment agreements. The actual amounts to be paid can only be determined at the time of the termination of employment or change-in-control, as applicable.

Element	Benefits and Payments	Termination by KAYAK Without Cause ($)	Employee Resignation for Good Reason ($)	Termination Due to Death or Disability ($)	Change of Control ($)	Change of Control and Termination ($)
Daniel Stephen Hafner	Base Salary
	Bonus
	Other
Melissa H. Reiter	Base Salary
	Bonus
	Other
Paul M. English	Base Salary
	Bonus
	Other
Karen Ruzic Klein	Base Salary
	Bonus
	Other
Robert M. Birge	Base Salary
	Bonus
	Other

2011 Equity Incentive Plan

The following is a summary of the material terms of the 2011 Equity Incentive Plan, which will be in effect upon completion of this offering, but does not include all of the provisions of the 2011 Equity Incentive Plan. For further information about the 2011 Equity Incentive Plan, we refer you to the complete copy of the 2011 Equity Incentive Plan, which we will file as an exhibit to our registration statement of which this prospectus is a part.

The 2011 Equity Incentive Plan provides for the grant of incentive stock option and nonstatutory stock options, stock appreciation rights, restricted stock and stock unit awards, performance units, stock grants and qualified performance-based awards, which we collectively refer to as “awards” in connection with the 2011 Equity Incentive Plan. Directors, officers and other employees of us and our subsidiaries, as well as others performing consulting or advisory services for us, are eligible for grants under the 2011 Equity Incentive Plan. The purpose of the 2011 Equity Incentive Plan is to provide incentives that will attract, retain and motivate highly competent officers, directors, employees and consultants to promote the success of our business.

Administration

Under its terms, the compensation committee of the board of directors administers the 2011 Equity Incentive Plan. The board of directors itself may exercise any of the powers and responsibilities under the 2011 Equity Incentive Plan. Subject to the terms of the 2011 Equity Incentive Plan, the plan administrator (the board or its compensation committee) will select the recipients of awards and determine, among other things, the:

• number of shares of common stock covered by the awards and the dates upon which such awards become exercisable or any restrictions lapse, as applicable;

• type of award and the exercise or purchase price and method of payment for each such award;

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• vesting period for awards, risks of forfeiture and any potential acceleration of vesting or lapses in risks of forfeiture; and

• duration of awards.

All decisions, determinations and interpretations by the compensation committee, and any rules and regulations under the 2011 Equity Incentive Plan and the terms and conditions of or operation of any award, are final and binding on all participants, beneficiaries, heirs, assigns or other persons holding or claiming rights under the 2011 Equity Incentive Plan or any award.

Available Shares

The aggregate number of shares of our common stock which may be issued or used for reference purposes under the 2011 Equity Incentive Plan or with respect to which awards may be granted may not exceed shares, which may be either authorized and unissued shares of our common stock or shares of common stock held in or acquired for our treasury. In general, if awards under the 2011 Equity Incentive Plan are for any reason cancelled, or expire or terminate unexercised, the number of shares covered by such awards will again be available for the grant of awards under the 2011 Equity Incentive Plan. In addition, (i) shares that were subject to a stock-settled stock appreciation right and were not issued upon the net settlement or net exercise of such stock appreciation right, (ii) shares used to pay the exercise price of a stock option, (iii) shares delivered to or withheld by us to pay the withholding taxes related to an award, and (iv) shares repurchased on the open market with the proceeds of an option exercise do not count as shares issued under the 2011 Equity Incentive Plan.

Eligibility for Participation

Members of our board of directors, as well as employees of, and consultants to, us or any of our subsidiaries and affiliates are eligible to receive awards under the 2011 Equity Incentive Plan. The selection of participants is within the sole discretion of the compensation committee.

Incentive Stock Options

Incentive stock options are intended to qualify as incentive stock options under Section 422 of the Code and will be granted pursuant to incentive stock option agreements. The plan administrator will determine the exercise price for an incentive stock option, which may not be less than 100% of the fair market value of the stock underlying the option determined on the date of grant. In addition, incentive options granted to employees who own, or are deemed to own, more than 10% of our voting stock, must have an exercise price not less than 110% of the fair market value of the stock underlying the option determined on the date of grant.

Nonstatutory Stock Options

Nonstatutory stock options are not intended to qualify as incentive stock options under Section 422 of the Code and will be granted pursuant to nonstatutory stock option agreements. The plan administrator will determine the exercise price for a nonstatutory stock option, which may not be less than the fair market value of the stock underlying the option determined on the date of grant.

Stock Appreciation Rights

A stock appreciation right, or a SAR, entitles a participant to receive a payment equal in value to the difference between the fair market value of a share of stock on the date of exercise of the SAR over the grant price of the SAR. The administrator may pay that amount in cash, in shares of our common stock, or a combination. The terms, methods of exercise, methods of settlement, form of consideration payable in settlement, and any other terms and conditions of any SAR will be determined by the administrator at the time of the grant of award and will be reflected in the award agreement. In the event a SAR is awarded together with an option, the exercise price shall equal the exercise price of the related option.

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Restricted Stock and Stock Units

A restricted stock award or restricted stock unit award is the grant of shares of our common stock either currently (in the case of restricted stock) or at a future date (in the case of restricted stock units) at a price determined by the administrator (including zero), that is nontransferable and is subject to substantial risk of forfeiture until specific conditions or goals are met. Conditions may be based on continuing employment or achieving performance goals. During the period of restriction, participants holding shares of restricted stock shall, except as otherwise provided in an individual award agreement, have full voting and may have dividend rights with respect to such shares. The restrictions will lapse in accordance with a schedule or other conditions determined by the administrator.

Performance Units

A performance unit award is a contingent right to receive predetermined shares of our common stock if certain performance goals are met. The value of performance units will depend on the degree to which the specified performance goals are achieved but are generally based on the value of our common stock. The administrator may, in its discretion, pay earned performance shares in cash, or stock, or a combination of both.

Stock Grants

A stock grant is an award of shares of common stock without restriction. Stock grants may only be made in limited circumstances, such as in lieu of other earned compensation. Stock grants are made without any forfeiture conditions.

Qualified Performance-Based Awards

Grants of performance-based awards enable us to treat other awards granted under the 2011 Equity Incentive Plan as “performance-based compensation” under Section 162(m) of the Code and preserve the deductibility of these awards for federal income tax purposes. Because Section 162(m) only applies to those employees who are “covered employees” as defined in Section 162(m), only covered employees, and those likely to become covered employees, are eligible to receive performance-based awards.

Participants under the 2011 Equity Incentive Plan are only entitled to receive payment for a performance-based award for any given performance period to the extent that pre-established performance goals set by the administrator for the period are satisfied. These pre-established performance goals must be based on one or more of the following performance criteria: pre- or after-tax net earnings, sales or revenue, operating earnings, operating cash flow, return on net assets, return on stockholders’ equity, return on assets, return on capital, stock price growth, stockholder returns, gross or net profit margin, earnings per share, price per share, and market share. These performance criteria may be measured in absolute terms or as compared to any incremental increase or as compared to results of a peer group. With regard to other awards, other than options, intended to qualify as qualified performance-based awards, the administrator has the discretion to select the length of the performance period, the type of performance-based awards to be granted, and the goals that will be used to measure the performance for the period. In determining the actual size of an individual performance-based award for a performance period, the administrator may reduce or eliminate (but not increase) the award. Generally, a participant must be employed on the date the performance-based award is paid to be eligible for a performance-based award for that period.

Transferability

Awards granted under the 2011 Equity Incentive Plan are generally nontransferable (other than by will or the laws of descent and distribution), except that the compensation committee may provide for the transferability of nonstatutory stock options at the time of grant or thereafter to certain family members.

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Changes to Capital Structure

In the event of certain types of changes in our capital structure, such as a share split, the number of shares reserved under the plan and the number of shares and exercise price or strike price, if applicable, of all outstanding awards will be appropriately adjusted.

Change of Control

In the event of a reorganization or change of control event, as such terms are defined in the 2011 Equity Incentive Plan, the plan administrator shall have the discretion to provide for any or all of the following: (a) the assumption of outstanding awards or the substituting of equivalent rights by the acquiring or succeeding entity; (b) the termination of all awards immediately prior to the transaction unless exercised within a specified period; (c) the exercise of outstanding options, stock appreciation rights or the lapse in any risk of forfeiture for restricted stock and stock units (in whole or in part) upon the transaction; (d) cash payments to be made to holders; (e) the conversion of awards into the right to receive liquidation proceeds in connection with our liquidation or dissolution; or (f) any combination of the foregoing.

Amendment and Termination

Our board of directors may at any time amend any or all of the provisions of the 2011 Equity Incentive Plan, or suspend or terminate it entirely, retroactively or otherwise. Unless otherwise required by law or specifically provided in the 2011 Equity Incentive Plan, the rights of a participant under awards granted prior to any amendment, suspension or termination may not be adversely affected without the consent of the participant. Neither our board of directors nor the administrator has the ability to reprice stock options or stock appreciation rights (other than pro rata adjustments to reflect stock splits, stock dividends or other corporate transactions, or repricings our stockholders approve), including programs under which outstanding options are surrendered or cancelled in exchange for options with a lower exercise price or greater economic value. The 2011 Equity Incentive Plan expires after ten years.

Third Amended and Restated 2005 Equity Incentive Plan

In December 2007, our board of directors and stockholders approved the Third Amended and Restated 2005 Equity Incentive Plan, which was effective for a ten-year term, to provide incentives to attract, retain and motivate highly competent officers, directors, employees and consultants to promote the success of our business. Our board of directors and stockholders amended the Third Amended and Restated 2005 Equity Incentive Plan on six occasions, each time to increase the number of shares authorized for issuance thereunder. We refer to the Third Amended and Restated 2005 Equity Incentive Plan, as amended, in this section as the 2005 Plan.

Under the 2005 Plan, the aggregate number of shares of our common stock that may be issued or with respect to which awards may be granted shall not exceed 12,000,000 shares, minus outstanding options, outstanding awards of restricted stock and shares of stock underlying exercised options under the 2004 Stock Incentive Plan, except in the event of a stock dividend, split, reclassification or other similar corporate transaction.

Employees, directors and consultants are eligible to receive options and other equity awards based on our stock under the 2005 Plan. Only employees, however, are eligible to receive incentive options. In the case of incentive options, the option price shall be not less than the fair market value of our stock underlying the option on the date the option is granted, or not less than 110% of that fair market value for a holder of 10% of our voting stock. Incentive options expire ten years after the date on which they are granted, or five years after the grant date for holders of 10% of our voting stock. Certain change-in-control transactions accelerate the vesting of options and the lapse of restrictions on other equity awards under the 2005 Plan, as more fully discussed in “—Employment Agreements and Potential Payments Upon Termination or Change-in-Control—Termination of

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Employment Agreements and Change-in-Control Arrangements.” Additionally, upon the filing of a registration statement with respect to shares of our common stock, the recipients of awards under the 2005 Plan become subject to lock-up periods without the requirement of formally entering into lock-up agreements.

We expect to no longer issue awards under the 2005 Plan upon completion of this offering and adopt the 2011 Equity Incentive Plan, which is discussed above. No awards outstanding under the 2005 Plan, however, will be assumed by the 2011 Equity Incentive Plan. As of October 31, 2010, under the 2005 Plan, options to purchase 8,357,069 shares of our common stock were outstanding, we had issued 1,177,968 shares of our common stock pursuant to the exercise of options and other equity awards and options representing 630,860 shares remained available for future issuance.

2004 Stock Incentive Plan

In May 2004 and August 2004, our board of directors and stockholders, respectively, approved the 2004 Stock Incentive Plan, effective for a ten-year term, to provide incentives to attract, retain and motivate highly competent officers, directors, employees and consultants to promote the success of our business. We refer to the 2004 Stock Incentive Plan in this section as the 2004 Plan. Under the 2004 Plan, the aggregate number of shares of our common stock that may be issued or with respect to which awards may be granted shall not exceed 2,180,000 shares except in the event of a stock dividend, split, reclassification or other similar corporate transaction.

Employees, directors and consultants are eligible to receive options and other equity awards based on our stock under the 2004 Plan. Only employees, however, are eligible to receive incentive options. In the case of incentive options, the option price shall be not less than the fair market value of our stock underlying the option on the date the option is granted, or not less than 110% of that fair market value for a holder of 10% of our voting stock. Incentive options expire ten years after the date on which they are granted, or five years after the grant date for holders of 10% of our voting stock. Under the 2004 Plan, we may provide financial assistance to option grantees for exercising their options, except as prohibited by applicable law. Certain change-in-control transactions accelerate the vesting of options and the lapse of restrictions on other equity awards under the 2004 Plan, as more fully discussed in “—Employment Agreements and Potential Payments Upon Termination or Change-in-Control—Termination of Employment Agreements and Change-in-Control Arrangements.” Additionally, upon the filing of a registration statement with respect to shares of our common stock, the recipients of awards under the 2004 Plan become subject to lock-up periods without the requirement of formally entering into lock-up agreements.

Our board of directors discontinued grants of awards under the 2004 Plan in May 2005. As of October 31, 2010, we had issued 1,195,189 shares of our common stock pursuant to the exercise of options and other equity awards under the 2004 Plan and options representing 638,914 shares of our common stock were still outstanding.

Limitation of Liability and Indemnification of Officers and Directors

As permitted by Delaware law, our amended and restated certificate of incorporation and amended and restated by-laws that will be in effect upon completion of this offering will provide that we will indemnify our directors and officers to the fullest extent permitted by Delaware law. Upon completion of this offering, we expect to have in place directors’ and officers’ liability insurance that insures our directors and officers against the costs of defense, settlement or payment of a judgment under certain circumstances. See “Certain Relationships and Related Party Transactions—Indemnification of Officers and Directors” for more information.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Party Transactions

We describe below transactions since January 1, 2007 to which we were a party or will be a party, in which:

• the amounts involved exceeded or will exceed $120,000; and

• any of our directors, executive officers, holders of more than 5% of our common stock or any member of their immediate family had or will have a direct or indirect material interest.

Loans to Daniel Stephen Hafner

On July 3, 2008, we loaned $550,000 to Mr. Hafner, our Chief Executive Officer and one of our directors, evidenced by a secured promissory note dated the same day. The note accrued interest at a rate of 3.2% per annum and was secured by a pledge of 75,000 shares of our common stock. On January 22, 2009, we loaned an additional $1,000,000 to Mr. Hafner and substituted his obligations under the earlier note with a secured promissory note and novation dated the same day. The new note accrued interest at a rate of 2.06% per annum and was secured by a pledge of 301,904 shares of our common stock.

As of March 24, 2010, Mr. Hafner repaid $1,550,000 of principal and $45,818 as interest in full satisfaction of his obligations under the secured promissory note and novation.

Loans to Paul M. English

On July 3, 2008, we loaned $550,000 to Mr. English, our Chief Technology Officer and one of our directors, evidenced by a secured promissory note dated the same day. The note accrued interest at a rate of 3.2% per annum and was secured by a pledge of 75,000 shares of our common stock. On March 20, 2009, we loaned an additional $1,500,000 to Mr. English and substituted his obligations under the earlier note with a secured promissory note and novation dated the same day. The new note accrued interest at a rate of 2.06% per annum and was secured by a pledge of 399,210 shares of our common stock.

As of March 26, 2010, Mr. English repaid $2,050,000 of principal and $53,175 as interest in full satisfaction of his obligations under the secured promissory note and novation.

Sale of Travelpost.com

On March 5, 2010, we sold certain of our assets related to the website www.travelpost.com and its travel information business to The New Travelco, Inc., a Delaware corporation, which subsequently changed its name to TravelPost, Inc. Gregory E. Slyngstad, our director, is the Chief Executive Officer and a director of TravelPost, Inc., and General Catalyst Group V, L.P. and GC Entrepreneurs Fund V, L.P., both of which are affiliated with General Catalyst Partners, of which Joel E. Cutler, one of our directors, is managing director and cofounder, are stockholders of TravelPost, Inc. On March 5, 2010, we entered into the following agreements with The New Travelco, Inc. in connection with the transaction:

• Asset Purchase Agreement, which provides for the sale to The New Travelco, Inc. of certain assets in exchange for $3.6 million in cash, 800,000 shares of The New Travelco, Inc. common stock and the assumption by The New Travelco, Inc. of certain of our obligations.

• Commercial Agreement, pursuant to which we granted to The New Travelco, Inc. a three-year license to reproduce and publicly display hotel reviews and hotel-related information in exchange for a monthly license fee of $50,000 for the term of the license.

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• Common Stock Purchase Agreement, providing for the transfer to us of 800,000 shares of The New Travelco, Inc. common stock referred to above and under which we agreed to a lock-up period of 180 days following The New Travelco, Inc.’s first firm commitment underwritten public offering of its common stock.

• Patent License Agreement, pursuant to which we granted The New Travelco, Inc. a royalty-free and perpetual license to use certain processes for the operation of the www.travelpost.com website and associated domain names.

• Software License Agreement, pursuant to which we granted The New Travelco, Inc. a royalty-free and perpetual license to use certain computer programs in connection with the operation of the www.travelpost.com website and related domain names.

• Right of First Refusal and Co-Sale Agreement, pursuant to which we agreed to certain preemptive rights in favor of The New Travelco, Inc. with respect to its shares of common stock held by us. Mr. Slyngstad, General Catalyst Group V, L.P., GC Entrepreneurs Fund V, L.P. and certain other stockholders of The New Travelco, Inc. were additional parties to the agreement.

• Voting Agreement, under which we agreed to vote shares of The New Travelco, Inc.’s capital stock held by us in favor of the election of certain individuals as directors of The New Travelco, Inc. in accordance with the provisions of the agreement. Mr. Slyngstad, General Catalyst Group V, L.P., GC Entrepreneurs Fund V, L.P. and certain other stockholders of The New Travelco, Inc. were additional parties to the agreement.

Stockholders’ Agreement

On May 6, 2010, in connection with our acquisition of swoodoo, we entered into a Stockholders’ Agreement with certain holders of our convertible preferred stock and our common stock, including funds affiliated with General Catalyst Partners, funds affiliated with Sequoia Capital, of which Michael Moritz, one of our directors, is a partner, funds affiliated with Accel Partners, of which Hendrik W. Nelis, another of our directors, is a partner, Oak Investment Partners, one of our stockholders, Mr. Hafner, Mr. English and Dr. Christian W. Saller, our Managing Director for Europe. Among other things, the agreement provides for the following:

• it gives us and certain of our stockholders the right of first refusal with respect to a sale of any of the 825,000 shares of our common stock issued to Mr. Saller and other former swoodoo stockholders in connection with the acquisition;

• it obligates Mr. Saller and other holders of the shares of our common stock issued in connection with the acquisition to vote their shares for the election of the members of our board of directors consistent with the terms of our Fifth Amended and Restated Stock Restriction and Co-Sale Agreement; and

• it provides that, in the event of an approved sale of us, Mr. Saller and other holders of the shares of our common stock issued in connection with the acquisition shall be required to vote their shares in favor of the sale.

Upon the occurrence of certain events, including the closing of this offering, we will be obligated, at a holder’s request, to repurchase any or all of the shares owned by such holder at a price of €13.33 per share. This Stockholders’ Agreement will terminate upon the closing of a public offering of at least $25 million, at a price per share of at least $31.09 (appropriately adjusted to reflect any subdivision or combination of our common stock).

Stock Restriction and Co-Sale Agreement

On December 20, 2007, we entered into the Fifth Amended and Restated Stock Restriction and Co-Sale Agreement with certain holders of our convertible preferred stock and our common stock, including America Online, Inc., certain funds affiliated with General Catalyst Partners, Sequoia Capital and Accel Partners,

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respectively, Oak Investment Partners, Mr. Slyngstad, Mr. Hafner, trusts of which Mr. Hafner is a trustee, Mr. English and trusts of which Mr. English is a trustee. The agreement will terminate upon the completion of a public offering of at least $25 million at a price per share of at least $31.09 (appropriately adjusted to reflect any subdivision or combination of our common stock). Moreover, the requisite stockholder parties to the agreement have agreed that in any event, the agreement will terminate upon the effectiveness of the registration statement of which this prospectus is a part. Among other things, the agreement provides for the following:

• it gives us and the preferred stockholders party to the agreement a right of first refusal with respect to proposed sales by certain holders of KAYAK common stock listed in the agreement to third parties;

• it establishes the composition of our board of directors;

• It provides that, in the event of an approved sale of our company, the parties to the agreement shall also be obligated to vote in favor of the sale; and

• it gives Oak Investment Partners the right to designate a board observer.

Investor Rights Agreement

On March 22, 2010, we entered into the Sixth Amended and Restated Investor Rights Agreement with certain of our investors referred to therein and our founders group, consisting of Mr. Hafner and trusts of which Mr. Hafner is a trustee and Mr. English and trusts of which Mr. English is a trustee. The investors include funds affiliated with General Catalyst Partners, funds affiliated with Sequoia Capital, funds affiliated with Accel Partners, Oak Investment Partners, Messrs. Slyngstad, Hafner and English. Among other things, the agreement provides for the following:

• it establishes certain restrictions with respect to the transfer and issuance of our capital stock, including a right of first refusal in favor of certain investors and our founders group, which terminates upon a public offering of at least $25 million, at a price per share of at least $31.09 (appropriately adjusted to reflect any subdivision or combination of our common stock);

• it provides certain holders of our convertible preferred stock and common stock with certain demand, “piggyback” and short-form registration rights, subject to lock-up arrangements;

• it provides for indemnification for certain liabilities in connection with a registration of our securities;

• it establishes the composition of the compensation committee; and

• it limits our ability to incur debt, except for indebtedness under certain specified loan arrangements.

Services Agreement with ITA Software, Inc.

On March 3, 2005, we entered into a Services Agreement with ITA Software, Inc., of which Mr. Cutler is a director and funds affiliated with General Catalyst Partners are 10% stockholders, for the licensing to us of airline faring engine software. The agreement was subsequently amended on July 18, 2007, March 11, 2008 and January 1, 2009. We paid ITA an initial payment of $166,666 followed by a monthly service fee based on the number of queries performed, subject to a minimum of $83,333 per month, a software maintenance and operation fee of $225 per hour and a hardware fee per month of $1,450 per dual processor server used.

On March 11, 2008, in addition to our arrangement with ITA, we agreed to assume payment obligations of SideStep to ITA following our acquisition of SideStep. On January 1, 2009, we agreed to amend the fee schedule as follows: to increase the monthly service fee to a minimum of $500,000 for the period until January 1, 2010, and a minimum of $583,333 per month thereafter until our aggregate payments for 2012 equal certain agreed-upon amounts, following which we would cease such monthly minimum payments until January 1, 2013, whereupon we have agreed to pay a minimum monthly fee to be calculated based upon the number of queries performed in 2012. For the period from January 1, 2010 through December 31, 2012, we have an estimated minimum commitment of approximately $21 million related to this agreement. We are unable to estimate our calendar year 2013 minimum commitment at this time.

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Indemnification of Officers and Directors

Our amended and restated certificate of incorporation and amended and restated by-laws that will be in effect upon completion of this offering will provide that we will indemnify our directors and officers to the fullest extent permitted by Delaware law. We have purchased directors’ and officers’ liability insurance that insures against the costs of defense, settlement or payment of a judgment under certain circumstances. We have also purchased employed lawyer’s insurance, under which our employees who are attorneys, including Ms. Klein, our General Counsel and Secretary, are insured against claims of legal malpractice in certain situations. In addition, our amended and restated certificate of incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty.

In addition, on April 15, 2008, our board of directors approved a form of indemnification agreement to be entered into with each of our nonemployee directors. We subsequently entered into such an agreement with each of Messrs. Jones, Cutler, Moritz, Slyngstad and Nelis. The indemnification agreements provide the directors with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under Delaware law. We also expect our directors and executive officers to enter into a new form of indemnification agreement prior to completion of this offering. We may also enter into indemnification agreements with any new directors or certain of our executive officers that may be broader in scope than the specific indemnification provisions contained in the indemnification agreements described above or under Delaware law.

There is no pending litigation or proceeding naming any of our directors or officers to which indemnification is being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

Procedures for Approval of Related Party Transactions

We do not currently have a formal, written policy or procedure for the review and approval of related party transactions. However, all related party transactions are currently reviewed and approved by a disinterested majority of our board of directors.

Our board of directors will adopt prior to completion of this offering a written policy for the review of any transaction, arrangement or relationship in which we are a participant, the amount involved exceeds $100,000 and one of our executive officers, directors, director nominees or 5% stockholders (or their immediate family members), each of whom we refer to as a related person, has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a related person transaction, the related person must report the proposed related person transaction to the chairperson of our nominating and corporate governance committee. Additionally, in the case of 5% stockholders, we will solicit this information via an annual questionnaire. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by the nominating and corporate governance committee. Whenever practicable, the reporting, review and approval will occur prior to entering into the transaction. If advance review and approval is not practicable, the nominating and corporate governance committee will review and, in its discretion, may ratify the related person transaction. Any related person transactions that are ongoing in nature will be reviewed annually and the nominating and corporate governance committee may establish guidelines for our management to follow its ongoing dealings with the related person.

A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the nominating and corporate governance committee after full disclosure of the related person’s interest in the transaction. The written policy also provides for the standing pre-approval of certain related person transactions, such as the employment compensation of executive officers, director compensation and certain charitable contributions, among other things. We expect that our board of directors will also adopt prior to completion of this offering a nepotism policy under which no immediate family member of a director or executive officer shall be hired until the employment arrangement is approved by the nominating and corporate governance committee or ratified by the committee if it is not practicable for us to wait until the next nominating and corporate governance committee meeting.

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial ownership of our common stock as of October 31, 2010 with respect to:

• each person known by us to beneficially own 5% or more of the outstanding shares of our common stock;

• each member of our board of directors;

• each named executive officer;

• the members of our board of directors and our executive officers as a group; and

• each selling stockholder.

Unless otherwise noted below, the address of each beneficial owner listed in the table below is c/o Kayak Software Corporation, 55 North Water Street, Suite 1, Norwalk, CT 06854.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that he, she or it beneficially owns.

Applicable percentage ownership prior to the offering is based on 34,098,031 shares of common stock outstanding on October 31, 2010. For purposes of the table below, we have assumed that all outstanding shares of our convertible preferred stock have been converted to common stock and that             shares of common stock will be outstanding upon completion of the offering. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of October 31, 2010. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Name and Address of     Beneficial Owner	Shares Beneficially Owned Prior to this Offering						Shares to be Sold in this Offering Assuming No Exercise of Over- Allotment Option	Shares to be Sold in this Offering Assuming Full Exercise of Over- Allotment Option	Shares Beneficially Owned After this Offering Assuming No Exercise of Over- Allotment Option		Shares Beneficially Owned After this Offering Assuming Full Exercise of Over-Allotment Option
	Number			Percent			Number	Number	Number	Percent	Number	Percent
5% Stockholders:
General Catalyst Partners		10,146,960	(1)		29.76	%
Sequoia Capital		6,000,797	(2)		17.60	%
Accel Funds		4,397,286	(3)		12.90	%
Oak Investment Partners		2,985,272	(4)		8.75	%
Directors and Named Executive Officers:
Daniel Stephen Hafner		3,075,365	(5)(6)		9.01	%
Paul M. English		3,323,579	(5)(7)(8)		9.73	%
Joel E. Cutler		10,146,960	(1)		29.76	%
Michael Moritz		6,000,797	(2)		17.60	%
Hendrik W. Nelis		4,397,286	(3)		12.90	%

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Name and Address of     Beneficial Owner

Shares Beneficially Owned Prior to this Offering

Shares to be Sold in this Offering Assuming No Exercise of Over- Allotment Option

Shares to be Sold in this Offering Assuming Full Exercise of Over- Allotment Option

Shares Beneficially Owned After this Offering Assuming No Exercise of Over- Allotment Option

Shares Beneficially Owned After this Offering Assuming Full Exercise of Over-Allotment Option

Number

Percent

Number

Number

Number

Percent

Number

Percent

Terrell B. Jones

233,940

(5)

*

Gregory E. Slyngstad

418,925

(5)

1.22

%

Melissa H. Reiter

29,166

(5)

*

Karen Ruzic Klein

76,797

(5)

*

Robert M. Birge

85,261

(5)

*

All executive officers and directors as a group (15 individuals)

28,832,508

80.80

%

Other Selling Stockholders:

 * Indicates ownership of less than one percent.

(1) Consists of 10,146,960 shares of our common stock, representing 490,231 shares of outstanding common stock and 9,656,729 shares of common stock pursuant to the conversion of:

• 5,000,000 shares of Series A convertible preferred stock;

• 624,445 shares of Series A-1 convertible preferred stock;

• 1,229,508 shares of Series B convertible preferred stock;

• 705,309 shares of Series B-1 convertible preferred stock;

• 167,617 shares of Series C convertible preferred stock; and

• 1,929,850 shares of our Series D convertible preferred stock.

Such common stock is held by General Catalyst Partners as follows:

• 155,863 shares held by GC Entrepreneurs Fund II, L.P.

• 149,701 shares held by GC Entrepreneurs Fund III, L.P.

• 32,150 shares held by GC Entrepreneurs Fund V, LP

• 4,131,405 shares held by General Catalyst Group II, L.P.

• 4,137,570 shares held by General Catalyst Group III, L.P.

• 1,026,847 shares held by General Catalyst Group V Supplemental LP; and

• 513,424 shares held by General Catalyst Group V, LP

Joel E. Cutler, our director, is a Managing Director of General Catalyst Partners and may be deemed to beneficially own the shares of common stock held by it. Mr. Cutler disclaims such beneficial ownership, except to the extent of his pecuniary interest in such funds. The address for Mr. Cutler and General Catalyst Partners is 20 Cambridge Road, 4th Floor, Cambridge, MA 02138.

(2) Consists of 6,000,797 shares of our common stock, representing 279,470 shares of outstanding common stock and 5,721,327 shares of common stock pursuant to the conversion of:

• 243,281 shares of Series A-1 convertible preferred stock;

• 3,047,042 shares of Series B convertible preferred stock;

• 333,539 shares of Series B-1 convertible preferred stock;

• 167,617 shares of Series C convertible preferred stock; and

• 1,929,848 shares of Series D convertible preferred stock.

Such common stock is held by Sequoia Capital as follows:

• 2,269,059 shares held by Sequoia Capital Growth Fund III

• 111,677 shares held by Sequoia Capital Growth III Principals Fund

• 22,338 shares held by Sequoia Capital Growth Partners III

• 3,154,842 shares held by Sequoia Capital XI

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• 343,224 shares held by Sequoia Capital XI Principals Fund; and

• 99,657 shares held by Sequoia Technology Partners XI

Michael Moritz, our director, is a Managing Director of Sequoia Capital and may be deemed to beneficially own the shares of common stock held by it. Mr. Moritz disclaims such beneficial ownership, except to the extent of his pecuniary interest in such funds. The address for Mr. Moritz and Sequoia Capital is 3000 Sand Hill Road, 4-250, Menlo Park, CA 94025.

(3) Consists of 4,397,286 shares of our common stock, representing 217,136 shares of outstanding common stock and 4,180,150 shares of common stock pursuant to the conversion of:

• 177,747 shares of Series A-1 convertible preferred stock;

• 3,519,946 shares of Series C convertible preferred stock; and

• 482,457 shares of Series D convertible preferred stock.

Such common stock is held by Accel Funds as follows:

• 4,307,142 shares held by Accel London II, L.P.; and

• 90,144 shares held by Accel London Investors 2006 L.P.

(Accel London II, L.P. and Accel London Investors 2006 L.P. being collectively the “Accel Funds”)

Accel London II Associates L.L.C. is the general partner of Accel London II Associates L.P., which is the general partner of Accel London II L.P. and has the sole voting and investment power. Accel London II Associates L.L.C. is the general partner of Accel London Investors 2006 L.P. and has the sole voting and investment power. Voting and investment power over the shares beneficially owned by Accel London II Associates L.L.C. is shared by the managers, Jonathan Biggs, Kevin Comolli, Bruce Golden and Hendrik W. Nelis. The general partner and managers disclaim beneficial ownership of the shares owned by the Accel Funds except to the extent of their proportionate pecuniary interest therein.

The address for Mr. Nelis is 16 St. James’s Street, London SW1A 1ER, United Kingdom. The address for the Accel Funds is 428 University Avenue, Palo Alto, CA 94301.

(4) Consists of 2,985,272 shares of our common stock, representing 717,797 shares of outstanding common stock and 2,267,475 shares of common stock pursuant to the conversion of:

• 96,417 shares of Series A-1 convertible preferred stock; and

• 2,171,058 shares of Series D convertible preferred stock.

The address for Oak Investment Partners is One Gorham Island, Westport, CT 06880.

(5) Includes the following number of shares of common stock which a director or executive officer has the right to acquire upon the exercise of stock options that were exercisable as of October 31, 2010, or that will become exercisable within 60 days after that date:

Name	Number of Shares
Daniel Stephen Hafner		45,833
Paul M. English		45,833
Terrell B. Jones		223,940
Gregory E. Slyngstad		221,440
Melissa H. Reiter		29,166
Karen Ruzic Klein		74,583
Robert M. Birge		66,875

For purposes of computing the percentage of outstanding shares of common stock held by each person named above, we have given effect to such person’s options, each as noted above, and as if they were fully exercised.

(6) Includes 3,029,532 shares of our common stock beneficially owned by Mr. Hafner as follows:

• 797,182 shares of outstanding common stock, and 1,607,350 shares of common stock pursuant to the conversion of: 750,000 shares of Series A convertible preferred stock, 322,781 shares of Series B convertible preferred stock and 534,569 shares of Series B-1 convertible preferred stock held directly by Mr. Hafner;

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• 500,000 shares of common stock held by Daniel Stephen Hafner, as trustee for the DS Hafner Trust, which beneficial ownership Mr. Hafner disclaims;

• 100,000 shares of common stock held by Daniel Stephen Hafner, as trustee for the JM Hafner Trust, which beneficial ownership Mr. Hafner disclaims; and

• 25,000 shares of common stock held by Daniel Stephen Hafner as trustee for the McKane 2007 Grandchildren Trust, which beneficial ownership Mr. Hafner disclaims.

(7) Includes 2,074,001 shares beneficially owned by Mr. English as follows:

• 179,632 shares of outstanding common stock, and 803,675 shares of common stock pursuant to the conversion of: 375,000 shares of Series A convertible preferred stock, 161,391 shares of Series B convertible preferred stock and 267,284 shares of Series B-1 convertible preferred stock held directly by Mr. English;

• 358,934 shares of common stock held by Paul M. English, as trustee for the Paul M. English 2006 Five-Year Annuity Trust;

• 100,000 shares of common stock held by Paul M. English, as trustee for The Paul M. English 2007 Irrevocable Family Trust;

• 315,880 shares of common stock held by Paul M. English as trustee for The Paul M. English 2009 Charitable Remainder Unitrust I, which beneficial ownership Mr. English disclaims; and

• 315,880 shares of common stock held by Paul M. English as trustee for The Paul M. English 2009 Charitable Remainder Unitrust II, which beneficial ownership Mr. English disclaims.

(8) Includes 1,203,745 shares over which Mr. English has sole voting power pursuant to a proxy dated November 5, 2010. These shares are composed of 400,070 shares of outstanding common stock, and 803,675 shares of common stock pursuant to the conversion of 375,000 shares of Series A convertible preferred stock, 161,390 shares of Series B convertible preferred stock and 267,285 shares of Series B-1 convertible preferred stock. Mr. English disclaims beneficial ownership of such shares.

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DESCRIPTION OF CAPITAL STOCK

General

The following is a summary of our capital stock and provisions of our amended and restated certificate of incorporation and amended and restated by-laws, as each will be in effect upon the completion of this offering, and certain provisions of Delaware law. This summary does not purport to be complete and is qualified in its entirety by the provisions of our amended and restated certificate of incorporation and amended and restated by-laws, copies of which will be filed as exhibits to this registration statement of which this prospectus is a part. References in this section to “we,” “us” and “our” refer to Kayak Software Corporation and not to any of its subsidiaries.

Authorized Capitalization

Upon completion of this offering, our authorized capital consists of              shares of common stock, $0.001 par value per share, and              shares of undesignated preferred stock, $0.001 par value per share. Immediately following the completion of this offering, there are expected to be              shares of common stock outstanding, and no shares of preferred stock will be outstanding.

As of September 30, 2010, and assuming the conversion of all outstanding convertible preferred stock and the conversion of all outstanding warrants into warrants for common stock, which will occur immediately prior to completion of this offering, there were outstanding:

•             shares of our common stock held by approximately             stockholders of record;

•             shares issuable upon exercise of outstanding stock options; and

•             shares issuable upon exercise of the warrants described above.

Common Stock

Voting Rights

Each holder of our common stock will be entitled to one vote on all matters submitted to a vote of stockholders. An election of directors by our stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote on the election. There are no cumulative voting rights for the election of directors, which means that the holders of a majority of the shares of our common stock voted will be entitled to elect all of our directors then standing for election.

Dividends

Holders of our common stock are entitled to receive proportionately any dividends of any of our funds legally available when, as and if declared by the board of directors, subject to any preferential dividend rights of any then outstanding shares of preferred stock.

Liquidation

Upon the dissolution, liquidation or winding up of KAYAK, holders of our common stock would be entitled to receive proportionately all assets available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock.

Rights and Preferences

Holders of our common stock will have no preemptive, subscription, conversion or other rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

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Preferred Stock

Under the terms of our amended and restated certificate of incorporation that will be in effect upon completion of this offering, our board of directors will have the authority, without further action by our stockholders, to issue up to              shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences.

The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could make it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of our outstanding voting stock. Upon completion of this offering, there will be no shares of preferred stock outstanding, and we have no present plans to issue any shares of preferred stock.

Warrants

Upon completion of this offering, all outstanding warrants to purchase an aggregate 41,904 shares of our Series C convertible preferred stock and an aggregate 62,000 shares of our Series D convertible preferred stock will convert to warrants to purchase an aggregate 103,904 shares of our common stock. These warrants are exercisable at the holder’s election. Subject to certain acceleration provisions, the warrants related to the Series C convertible preferred stock and the Series D convertible preferred stock expire on November 22, 2016 and December 31, 2017, respectively.

If at the time of expiration, the fair market value of the shares of our common stock issuable upon exercise of the warrants is greater than the warrant exercise price, then warrant automatically convert into a number of shares of our common stock determined by dividing the fair market value of our common stock divided by the fair market value minus the per share warrant exercise price. The warrant is also subject to adjustment for stock dividends and stock splits.

Registration Rights

Pursuant to the terms of an Investor Rights Agreement between us and certain holders of our stock, certain holders of our stock are entitled to require us to register any or all of their shares under the Securities Act at our expense, subject to certain limitations. The stockholders who are a party to the Investor Rights Agreement will hold an aggregate of approximately              shares, or approximately     %, of our common stock outstanding upon completion of this offering (assuming no exercise of the underwriters’ over-allotment option). See “Certain Relationships and Related Party Transactions—Investor Rights Agreement” for more information.

Antitakeover Provisions

Certain provisions of Delaware law and our amended and restated certificate of incorporation and amended and restated by-laws that will be in effect upon consummation of the offering could make the acquisition of KAYAK more difficult. These provisions, summarized below, may have the effect of deterring hostile takeovers, delaying or preventing changes in control of our management or our company, such as a merger, reorganization or tender offer. These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of us. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our shares that could result from actual or rumored takeover attempts. Such provisions may also have the effect of preventing changes in our management.

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Amended and Restated Certificate of Incorporation and Amended and Restated By-laws to Be in Effect Upon the Completion of this Offering

Stockholder Meetings. Under our amended and restated certificate of incorporation and amended and restated by-laws to be in effect upon completion of this offering, only the board of directors, the chairperson of the board of directors or the Chief Executive Officer or President (in the absence of a chief executive officer) may call special meetings of stockholders.

Advance Notice of Stockholder Nominations and Proposals. Our amended and restated by-laws will establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of candidates for election to our board of directors. Stockholders at an annual meeting will only be able to consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our board of directors, or by a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely written notice in proper form to our secretary of the stockholder’s intention to bring such business before the meeting. These provisions could have the effect of delaying stockholder actions until the next stockholder meeting that are favored by the holders of a majority of our outstanding voting securities.

Elimination of Stockholder Action by Written Consent. Pursuant to Section 228 of the Delaware General Corporation Law, any action required to be taken at any annual or special meeting of the stockholders may be taken without a meeting, unless the our amended and restated certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation and amended and restated by-laws to be in effect upon completion of this offering eliminate the right of stockholders to act by written consent without a meeting and provide that all stockholder action must be effected at a duly called meeting of stockholders. This provision will make it more difficult for stockholders to take action opposed by the board of directors.

Undesignated Preferred Stock. The authorization of undesignated preferred stock makes it possible for the board of directors, without stockholder approval, to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to obtain control of us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of KAYAK.

Super-Majority Voting. Our amended and restated certificate of incorporation will require a 67% stockholder vote for the amendment, repeal or modification of certain provisions of our amended and restated certificate of incorporation and amended and restated by-laws relating to:

• the required vote to amend or repeal the section of the certificate of incorporation providing for the right to amend or repeal provisions of the certificate of incorporation;

• absence of the authority of stockholders to act by written consent;

• authority to call a special meeting of stockholders;

• absence of the necessity of directors to be elected by written ballot;

• personal liability of directors to us and our stockholders and indemnification of our directors, officers, employees and agents;

• amendment to our by-laws;

• number of directors and their term of office and the election of directors; and

• removal of directors and the filling of vacancies on the board of directors.

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Section 203 of the Delaware General Corporation Law

We are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date such stockholder became an interested stockholder, with the following exceptions:

• before such date, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested holder;

• upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

• on or after such date, the business combination is approved by our board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

In general, Section 203 defines business combination to include the following:

• any merger or consolidation involving the corporation and the interested stockholder;

• any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

• subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

• any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or

• the receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits by or through the corporation.

Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.

Limitations of Liability and Indemnification Matters

Delaware law authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors. Our amended and restated certificate of incorporation includes a provision that eliminates the personal liability of directors for monetary damages for actions taken as a director, except for liability:

• for breach of duty of loyalty;

• for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law;

• under Section 174 of the Delaware General Corporation Law (unlawful dividends or stock repurchases); or

• for transactions from which the director derived improper personal benefit.

Our amended and restated by-laws provide that we must indemnify and advance expenses to our directors and officers to the fullest extent authorized by Delaware law. We are also expressly authorized to, and do, carry

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directors’ and officers’ insurance for our directors, officers and certain employees for some liabilities. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and executive officers. If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated by-laws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

In addition to the indemnification required in our amended and restated certificate of incorporation and amended and restated by-laws, we also expect our directors and executive officers to execute a new form of indemnification agreement prior to completion of this offering, the form of which we will file as an exhibit to our registration statement of which this prospectus is a part. These agreements provide for the indemnification of our directors and officers for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were our agents. We believe that these bylaw provisions and indemnification agreements, as well as our maintaining directors’ and officers’ liability insurance, help to attract and retain qualified persons as directors and officers.

A stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock will be             .

Listing

We intend to apply to list our common stock on the              under the trading symbol “             .”

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS

The following is a summary of material U.S. federal income tax consequences of the purchase, ownership and disposition of our common stock to a non-U.S. holder that purchases shares of our common stock for cash in this offering. For purposes of this summary, a “non-U.S. holder” means a beneficial owner of our common stock that is, for U.S. federal income tax purposes:

• a nonresident alien individual;

• a foreign corporation (or an entity treated as a foreign corporation for U.S. federal income tax purposes); or

• a foreign estate or foreign trust.

In the case of a holder that is classified as a partnership for U.S. federal income tax purposes, the tax treatment of a partner in that partnership generally will depend upon the status of the partner and the activities of the partner and the partnership. If you are a partner in a partnership holding our common stock, then you should consult your own tax advisor.

This summary is based upon the provisions of the U.S. Internal Revenue Code of 1986, as amended, or the Code, the Treasury regulations promulgated thereunder and judicial and published administrative interpretations thereof, all as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those summarized below. We cannot assure you that a change in law, possibly with retroactive application, will not alter significantly the tax considerations that we describe in this summary. We have not sought, and do not plan to seek, any ruling from the U.S. Internal Revenue Service, or the IRS, with respect to statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS or a court will agree with our statements and conclusions.

This summary does not address all aspects of U.S. federal income taxes that may be relevant to non-U.S. holders in light of their personal circumstances, and does not deal with federal taxes other than the U.S. federal income tax or with non-U.S., state or local tax considerations. Special rules, not discussed here, may apply to certain non-U.S. holders, including:

• U.S. expatriates and former long-term residents of the U.S.;

• foreign governments or entities that they control;

• controlled foreign corporations (and their stockholders);

• passive foreign investment companies (and their stockholders); and

• investors in pass-through entities that are subject to special treatment under the Code.

Such non-U.S. holders should consult their own tax advisors to determine the U.S. federal, state, local and non-U.S. tax consequences that may be relevant to them.

This summary applies only to a non-U.S. holder that holds our common stock as a capital asset (within the meaning of Section 1221 of the Code). Non-U.S. holders that hold our stock other than as capital assets should consult their own tax advisors to determine the U.S. federal, state, local and non-U.S. tax consequences that may be relevant to them.

If you are considering the purchase of our common stock, you should consult your own tax advisor concerning the particular U.S. federal income tax consequences to you of the purchase, ownership and disposition of our common stock, as well as the consequences to you arising under U.S. tax laws other than the federal income tax law or under the laws of any other taxing jurisdiction.

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Dividends

If we make a distribution of cash or property (other than certain stock distributions) with respect to our common stock, or effect one of certain redemptions that are treated as distributions with respect to our common stock, any such distributions or redemptions will be treated as a dividend for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Dividends paid to you generally will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by you within the U.S. and, where a tax treaty applies, that are generally attributable to a permanent establishment or fixed base in the U.S., as defined under the applicable treaty, are not subject to the withholding tax, but instead are subject to U.S. federal income tax on a net income basis at the graduated individual or corporate U.S. federal income tax rates generally applicable to U.S. persons. Certain certification and disclosure requirements, including delivery of a properly executed IRS Form W-8ECI, must be satisfied for that effectively connected income to be exempt from withholding. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

If the amount of a distribution paid on our common stock exceeds our current and accumulated earnings and profits, such excess will be allocated ratably among the shares of common stock with respect to which the distribution is paid and treated first as a tax-free return of capital to the extent of your adjusted tax basis in each such share, and thereafter as capital gain from a sale or other disposition of such share that is taxed to you as described below under the heading “—Gain on Disposition of Common Stock.” Your adjusted tax basis in a share is generally the purchase price of the share, reduced by the amount of any such tax-free return of capital with respect to that share.

If you wish to claim the benefit of an applicable income tax treaty to avoid or reduce withholding of U.S. federal income tax on dividends, then you must (a) provide the withholding agent with a properly completed IRS Form W-8BEN (or other applicable form) and certify under penalties of perjury that you are not a U.S. person and are eligible for treaty benefits, or (b) if our common stock is held through one of certain foreign intermediaries, satisfy the relevant certification requirements of applicable U.S. Treasury regulations. Form W-8BEN must be provided to us or our paying agent prior to the payment of dividends and may be required to be updated periodically. Special certification and other requirements apply to certain non-U.S. holders that act as intermediaries (including partnerships).

If you are eligible for a reduced rate of U.S. federal income tax pursuant to an income tax treaty, then you may obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim with the IRS.

Gain on Disposition of Common Stock

You generally will not be subject to U.S. federal income tax with respect to gain realized on the sale, exchange or other taxable disposition of our common stock, unless:

• the gain is effectively connected with a trade or business you conduct in the U.S., and, where a tax treaty applies, is attributable to a permanent establishment or fixed base in the U.S. as defined under the applicable treaty;

• if you are an individual, you are present in the U.S. for 183 days or more in the taxable year of the sale, exchange or other taxable disposition, and certain other conditions are met; or

• we are or have been during a specified testing period a “United States real property holding corporation” for U.S. federal income tax purposes, and, in the case where shares of our common stock are regularly traded on an established securities market, you have owned, directly or indirectly, more than 5% of our common stock at any time within the shorter of the five-year period preceding the disposition or your holding period for your shares of our common stock. There can be no assurance that our common stock will be treated as regularly traded on an established securities market for this purpose.

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If your gain is described in the first or third bullet point above, you will be subject to tax on the net gain derived from the sale at the graduated individual or corporate U.S. federal income tax rates generally applicable to U.S. persons or at such lower rate as may be specified by an applicable income tax treaty. If you are a foreign corporation and your gain is described in the first bullet point above, you may also be subject to a branch profits tax at a rate of 30% or at such lower rate as may be specified by an applicable income tax treaty. If you are an individual described in the second bullet point above, you will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by U.S.-source capital losses. The gross proceeds from transactions that generate gains described in the third bullet point above will generally be subject to a 10% withholding tax, which you may claim as a credit against your federal income tax liability.

We believe that we have not been and are not, and we do not anticipate becoming, a “United States real property holding corporation” for U.S. federal income tax purposes. Generally, we will be a “United States real property holding corporation” if the fair market value of our U.S. real property interests equals or exceeds 50% of the sum of the fair market values of our worldwide real property interests and other assets used or held for use in a trade or business, all as determined for U.S. federal income tax purposes.

Information Reporting and Backup Withholding

We must report annually to the IRS and to you the amount of dividends and other distributions paid to you and the amount of tax, if any, withheld with respect to those distributions. The IRS may make this information available to the tax authorities in the country in which you are resident.

In addition, you may be subject to information reporting requirements and backup withholding with respect to dividends paid on, and the proceeds of disposition of, shares of our common stock, unless, generally, you certify under penalties of perjury (usually on IRS Form W-8BEN) that you are not a U.S. person or you otherwise establish an exemption. The backup withholding rate is 28% in 2010 and is scheduled to increase to 31% in 2011. Additional rules relating to information reporting requirements and backup withholding with respect to payments of the proceeds from the disposition of shares of our common stock are as follows:

• If the proceeds are paid to or through the U.S. office of a broker, the proceeds generally will be subject to backup withholding and information reporting, unless you certify under penalties of perjury (usually on IRS Form W-8BEN) that you are not a U.S. person or you otherwise establish an exemption.

• If the proceeds are paid to or through a non-U.S. office of a broker that is not a U.S. person and is not a foreign person with certain specified U.S. connections, which we refer to below as a “U.S.-related person,” information reporting and backup withholding generally will not apply.

• If the proceeds are paid to or through a non-U.S. office of a broker that is a U.S. person or a U.S.-related person, the proceeds generally will be subject to information reporting (but not to backup withholding), unless you certify under penalties of perjury (usually on IRS Form W-8BEN) that you are not a U.S. person.

Backup withholding is not a tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against your U.S. federal income tax liability, provided the required information is timely furnished by you to the IRS.

Foreign Accounts

Legislation enacted in 2010 will impose withholding taxes on certain types of payments made to “foreign financial institutions” and other non-U.S. entities after December 31, 2012 unless those institutions and entities meet additional certification, information reporting and other requirements. The legislation will generally impose a 30% withholding tax on dividends on, or gross proceeds from the sale or other disposition of, our common stock paid to a foreign financial institution unless the foreign financial institution enters into an agreement with

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the U.S. Treasury to, among other things, (i) undertake to identify accounts held by certain U.S. persons (including certain equity and debt holders of such institution) or by U.S.-owned foreign entities, (ii) annually report certain information about such accounts, and (iii) withhold 30% on payments to account holders whose actions prevent it from complying with these reporting and other requirements. In addition, subject to certain exceptions, the legislation will impose a 30% withholding tax on the same types of payments to an entity that is not a foreign financial institution unless the entity certifies that it does not have any substantial U.S. owners (which generally include any U.S. persons who directly or indirectly own more than 10% of the entity) or furnishes identifying information regarding each such substantial U.S. owner. We will not pay any additional amounts to non-U.S. holders in respect of any amounts withheld. Prospective investors should consult their tax advisors regarding this legislation.

The summary of material U.S. federal income tax consequences above is included for general information purposes only. Potential purchasers of our common stock are urged to consult their own tax advisors to determine the U.S. federal, state, local and non-U.S. tax considerations of purchasing, owning and disposing of our common stock.

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SHARES ELIGIBLE FOR FUTURE SALE

Before this offering, there has not been a public market for our common stock. As described below, only a limited number of shares currently outstanding will be available for sale immediately after this offering due to contractual and legal restrictions on resale. Nevertheless, future sales of substantial amounts of our common stock, including shares issued upon exercise of outstanding options, in the public market after the restrictions lapse, or the possibility of such sales, could cause the prevailing market price of our common stock to fall or impair our ability to raise equity capital in the future.

Based on the number of shares of common stock outstanding as of             , upon completion of this offering,              shares of common stock will be outstanding (assuming no options or warrants are exercised, including the underwriters’ over-allotment option). All of the shares sold in this offering will be freely tradable unless purchased by our affiliates. The remaining              shares of common stock outstanding after this offering will be restricted as a result of securities laws or lock-up agreements as described below. Following the expiration of the lock-up period, all shares will be eligible for resale in compliance with Rule 144 or Rule 701. “Restricted securities” as defined under Rule 144 were issued and sold by us in reliance on exemptions from the registration requirements of the Securities Act. These shares may be sold in the public market only if registered or pursuant to an exemption from registration, such as Rule 144 or Rule 701 under the Securities Act.

Rule 144

In general, pursuant to Rule 144 under the Securities Act, as in effect on the date of this prospectus, a person who is one of our affiliates and has beneficially owned shares of our common stock for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of:

• one percent of the number of shares of common stock then outstanding, which will equal approximately             shares immediately after the completion of this offering; and

• the average weekly trading volume of our common stock on                     during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us. For a person who has not been deemed to have been one of our affiliates at any time during the 90 days preceding a sale, sales of our securities held longer than six months, but less than one year, will be subject only to the current public information requirement.

A person who is not deemed to have been one of our affiliates at any time during the 90 days preceding a sale, and who has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than an affiliate, is entitled to sell the shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144. All shares of our common stock will qualify for resale under Rule 144 within a minimum of 180 days of the date of this prospectus, subject to the lock-up agreements.

Rule 701

Any of our employees, officers or directors who purchased shares under a written compensatory plan or contract may be entitled to sell them in reliance on Rule 701. Rule 701 permits affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. Rule 701 further provides that nonaffiliates may sell these shares in reliance on Rule 144 without complying with the holding period, public information, volume limitation or notice provisions of Rule 144. All holders of Rule 701 shares are required to wait until 90 days after the date of this prospectus before selling those shares. However, all shares issued under Rule 701 are subject to lock-up agreements and will only become eligible for sale when the 180-day lock-up agreements expire or such shares are earlier released.

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Lock-Up Agreements

In connection with this offering, we, the selling stockholders, all directors and officers and a significant majority of the holders of our outstanding stock, stock options and other equity awards, have agreed that, without the prior written consent of Morgan Stanley, on behalf of the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus:

• offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of common stock;

• enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our common stock; or

• file any registration statement with the SEC relating to the offering of any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock, except for the filing of a registration statement on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and as described herein,

whether any such termination described above is to be settled by delivery of our common stock or such other securities, in cash or otherwise.

The restrictions in the immediately preceding paragraph do not apply in certain circumstances as described in the section entitled “Underwriters.”

The 180-day restricted period described herein will be extended if:

• during the last 17 days of the restricted period, we issue an earnings release or material news or a material event relating to us occurs; or

• prior to the expiration of the restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the restricted period,

in which case the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event unless Morgan Stanley waives such extension.

For additional information, see “Underwriters.”

Registration Rights

We are party to an Investor Rights Agreement, which provides that holders of our common stock issuable or issued upon conversion of our convertible preferred stock have the right to require us to register any or all of their shares under the Securities Act at our expense, subject to certain limitations. Registration of shares held by these stockholders under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon effectiveness of the registration, subject to the expiration of, or release from, the lock-up period. See “Certain Relationships and Related Party Transactions—Investor Rights Agreement” for more information.

Equity Plans

As soon as practicable after the completion of this offering, we intend to file a registration statement on Form S-8 under the Securities Act covering the shares of our common stock issuable upon exercise of outstanding options under our 2004 Stock Incentive Plan, Third Amended and Restated 2005 Equity Incentive Plan and 2011 Equity Incentive Plan. Such registration statement will become effective immediately upon filing, and shares covered by this registration statement will thereupon be eligible for sale in the public markets, subject to Rule 144 limitations applicable to affiliates and any lock-up agreements. For a more complete discussion of our stock plans, see “Executive Compensation—Compensation Discussion and Analysis—Equity-Based Compensation.”

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UNDERWRITERS

Under the terms and subject to the conditions contained in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. Incorporated and Deutsche Bank Securities Inc., are acting as representatives, have severally agreed to purchase, and we and the selling stockholders have agreed to sell to them, severally, the number of shares indicated below:

Name	Number of Shares
Morgan Stanley & Co. Incorporated
Deutsche Bank Securities Inc.
Piper Jaffray & Co.
Stifel, Nicolaus & Company, Incorporated
Pacific Crest Securities LLC
Total

The underwriters and the representatives are collectively referred to as the “underwriters” and the “representatives,” respectively. The underwriters are offering the shares of common stock subject to their acceptance of the shares from us and the selling stockholders and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of common stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters’ over-allotment option described below.

The underwriters initially propose to offer part of the shares of common stock directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers. After the initial offering of the shares of common stock, the offering price and other selling terms may from time to time be varied by the representatives.

We and the selling stockholders have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of             additional shares of common stock at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares of common stock offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of common stock as the number listed next to the underwriter’s name in the preceding table bears to the total number of shares of common stock listed next to the names of all underwriters in the preceding table.

The following table shows the per share and total public offering price, underwriting discounts and commissions and proceeds before expenses to us and the selling stockholders. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional             shares of common stock from us and the selling stockholders.

	Per Share		Total
	Without Over-allotment	With Over-allotment	Without Over-allotment	With Over-allotment
Public offering price
Underwriting discounts and commissions to be paid by:
Kayak Software Corporation
The selling stockholders
Proceeds, before expenses, to us
Proceeds, before expenses, to the selling stockholders

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The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately $            . The underwriters have agreed to reimburse us for certain of our offering expenses.

The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of common stock offered by them.

We intend to apply to list our common stock on the              under the trading symbol “            .”

We, the selling stockholders, all directors and officers and a significant majority of the holders of our outstanding stock, stock options and other equity awards have agreed that, without the prior written consent of Morgan Stanley, on behalf of the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus:

• offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock;

• enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our common stock; or

• file any registration statement with the SEC relating to the offering of any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock, except for the filing of a registration statement on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof and as described herein,

whether any such transaction described above is to be settled by delivery of our common stock or such other securities, in cash or otherwise. In addition, each such person agrees that, without the prior written consent of Morgan Stanley, on behalf of the underwriters, it will not, during the restricted period, make any demand for, or exercise any right with respect to, the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock.

The restrictions described in the immediately preceding paragraph do not apply to:

• the sale of shares to the underwriters;

• the sale or transfer to us of any shares of our common stock or any security convertible into our common stock by certain of our employees pursuant to the terms of (i) any restricted stock award upon the termination of such employee’s employment with us or (ii) any contractual obligation of us to repurchase such shares arising from our acquisition of swoodoo, which obligation exists on the date of such agreement and is described herein;

• the issuance of shares of our common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof which the underwriters have been advised in writing (including any description thereof in the registration statement of which this prospectus is a part) or grants of stock options or restricted stock in accordance with the terms of a plan in effect upon completion of this offering and described herein or the issuance by us of shares of our common stock upon the exercise thereof; provided, that any recipient agrees to the restrictions set forth herein;

• the sale or issuance of or entry into an agreement to sell or issue shares of our common stock (or options, warrants or convertible securities relating to shares of our common stock) in connection with bona fide mergers or acquisitions, joint ventures, commercial relationships or other strategic transactions; provided, that the aggregate number of shares of such common stock, options, warrants or

103

convertible securities shall not exceed 10% of the total number of shares of our common stock (or options or warrants relating to shares of our common stock) issued and outstanding immediately following the completion of this offering and the recipients of such shares or other securities agree to the restrictions set forth herein;

• transactions by persons other than us relating to shares of our common stock or other securities acquired in open market transactions after the completion of the offering of the shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of our common stock or other securities acquired in such open market transactions;

• transfers by any person other than us of shares of our common stock or any security convertible into our common stock as a bona fide gift, provided that each donee shall enter into a written agreement accepting the restrictions set forth herein and no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of our common stock, shall be required or shall be voluntarily made during the restricted period;

• distributions by any persons other than us of shares of common stock or any security convertible into our common stock to partners, members, stockholders, affiliates or any entity which is directly or indirectly controlled by, or is under common control with, such person, provided that each distributee shall enter into a written agreement accepting the restrictions set forth herein and no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of our common stock, shall be required or shall be voluntarily made during the restricted period;

• the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of our common stock, provided that such plan does not provide for the transfer of our common stock during the restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of such person or us; or

• transfers by certain officers and directors of shares of our common stock or any security convertible into common stock to any immediate family member (including any former spouse) or to a trust or other entity for the benefit of such family member to comply with the provisions of (i) any order or settlement resulting from any legal proceedings or (ii) any irrevocable trust, provided that each transferee shall enter into a written agreement accepting the restrictions set forth herein.

The 180-day restricted period described above will be extended if:

• during the last 17 days of the restricted period, we issue an earnings release or material news or a material event relating to us occurs; or

• prior to the expiration of the restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the restricted period,

in which case the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event unless Morgan Stanley waives such extension.

In addition, each such person has agreed that it will not engage in any transaction that may be restricted during the 34-day period beginning on the last day of the 180-day restricted period unless it requests and receives prior written confirmation from us or Morgan Stanley that the restrictions described above have expired.

To facilitate the offering of the common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the over- allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or

104

purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, shares of common stock in the open market to stabilize the price of the common stock. The underwriters also may impose a penalty bid. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the underwriters repurchase shares originally sold by that syndicate member in order to cover syndicate short positions or make stabilizing purchases. These activities may raise or maintain the market price of the common stock above independent market levels or prevent or retard a decline in the market price of the common stock. The underwriters are not required to engage in these activities and may end any of these activities at any time.

We, the selling stockholders and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

A prospectus in electronic format may be made available on websites maintained by one or more underwriters or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of shares of common stock to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make Internet distributions on the same basis as other allocations.

From time to time, certain of the underwriters or their respective affiliates may engage in transactions with us and have preformed and may perform investment banking and advisory services for us in the ordinary course of their business for which they have received or would receive customary fees and expenses.

Pricing of the Offering

Prior to this offering, there has been no public market for our common stock. The initial public offering price was determined by negotiations between us and the representatives. Among the factors considered in determining the initial public offering price were our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities and certain financial and operating information of companies engaged in activities similar to ours. The estimated initial public offering price range set forth on the cover page of this prospectus is subject to change as a result of market conditions and other factors. We cannot assure you that the prices at which the shares will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our common stock will develop and continue after this offering.

European Economic Area

In relation to each Member State of the European Economic Area, which has implemented the Prospectus Directive, each representative has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Member State it has not made and will not make an offer of common stock to the public in that Member State, except that it may, with effect from and including such date, make an offer of common stock to the public in that Member State:

(a) at any time to legal entities, which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b) at any time to any legal entity, which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

105

(c) at any time in any other circumstances, which do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of the above, the expression an “offer of common stock to the public” in relation to any common stock in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the common stock to be offered so as to enable an investor to decide to purchase or subscribe the common stock, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in that Member State.

United Kingdom

Each representative has represented and agreed that it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of the common stock in circumstances in which Section 21(1) of such Act does not apply to us and it has complied and will comply with all applicable provisions of such Act with respect to anything done by it in relation to any common stock in, from or otherwise involving the United Kingdom.

106

LEGAL MATTERS

The validity of the shares of our common stock offered in the offering will be passed upon for us by Bingham McCutchen LLP, Boston, Massachusetts. Davis Polk & Wardwell LLP, New York, New York is representing the underwriters in this offering.

EXPERTS

The consolidated financial statements of Kayak Software Corporation and subsidiaries as of December 31, 2008 and December 31, 2009, and for each of the three years in the period ended December 31, 2009, appearing in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1, including exhibits and schedules, under the Securities Act with respect to the common stock to be sold in this offering. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules that are part of the registration statement. Any statements made in this prospectus as to the contents of any contract, agreement or other document are not necessarily complete. You should refer to the registration statement and its exhibits for additional information. With respect to each such contract, agreement or other document filed as an exhibit to the registration statement, we refer you to the exhibit for a more complete description of the matter involved, and each statement in this prospectus shall be deemed qualified in its entirety by this reference. You may read and copy all or any portion of the registration statement or any reports, statements or other information in the files at the following public reference facilities of the SEC:

Public Reference Room

100 F Street, NE

Washington, DC 20549

You can request copies of these documents upon payment of a duplicating fee by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities. When we complete this offering, we will also be required to file annual, quarterly and special reports, proxy statements and other information with the SEC. Our filings, including the registration statement, will also be available to you on the Internet website maintained by the SEC at www.sec.gov.

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KAYAK SOFTWARE CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2008 and December 31, 2009 and September  30, 2010 (unaudited)		F-3
Consolidated Statements of Operations for the Years Ended December 31, 2007, December  31, 2008 and December 31, 2009 and the Nine Months Ended September 30, 2009 and 2010 (unaudited)		F-4
Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the Years Ended December 31, 2007, December 31, 2008 and December 31, 2009 and the Nine Months Ended September 30, 2010 (unaudited)		F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2007, December  31, 2008 and December 31, 2009 and the Nine Months Ended September 30, 2009 and 2010 (unaudited)		F-6
Notes to Consolidated Financial Statements		F-7
Financial Statement Schedule:
Schedule II - Valuation and Qualifying Accounts		F-27

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Kayak Software Corporation:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of changes in stockholders equity/(deficit), and of cash flows present fairly, in all material respects, the financial position of Kayak Software Corporation and its subsidiaries at December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Stamford, CT

November 17, 2010

F-2

Kayak Software Corporation and Subsidiaries

Consolidated Balance Sheets

(In thousands, except share and per share amounts)

	December 31,						September  30, 2010
	2008			2009
							(unaudited)
Assets
Current assets
Cash and cash equivalents	$	23,609		$	15,950		$	30,554
Marketable securities		10,743			1,506			3,835
Accounts receivable, net of allowance for doubtful accounts of $421 and $966 at December 31, 2008 and 2009, respectively and $1,362 at September 30, 2010		16,640			18,743			32,837
Deferred tax asset		5,574			9,616			371
Prepaid expenses and other current assets		2,045			2,939			3,567
Total current assets		58,611			48,754			71,164
Property and equipment, net		3,159			3,328			3,298
Intangible assets, net		26,033			22,707			34,448
Goodwill		142,982			142,982			152,475
Deferred tax asset		—			976			2,763
Other assets
Shareholder loans		1,118			3,686			—
Other noncurrent assets		639			390			198
Total other assets		1,757			4,076			198
Total assets	$	232,542		$	222,823		$	264,346
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	5,146		$	6,805		$	8,962
Accrued expenses and other current liabilities		7,512			5,930			11,336
Current portion of long-term debt		7,500			—			—
Total current liabilities		20,158			12,735			20,298
Long-term debt		17,030			—			—
Warrant liability		412			1,081			1,163
Acquisition related put liability		—			—			3,424
Deferred tax liability		5,574			6,667			11,257
Other long-term liabilities		32			116			151
Total liabilities		43,206			20,599			36,293
Redeemable preferred stock
Series A Redeemable Convertible Preferred Stock, $.001 par value; 6,600,000 shares authorized and outstanding		6,600			6,600			6,600
Series A-1 Redeemable Convertible Preferred Stock, $.001 par value; 1,176,051 shares authorized and outstanding		1,650			1,650			1,650
Series B Redeemable Convertible Preferred Stock, $.001 par value; 4,989,308 shares authorized and outstanding		7,000			7,000			7,000
Series B-1 Redeemable Convertible Preferred Stock, $.001 par value; 2,138,275 shares authorized and outstanding		3,000			3,000			3,000
Series C Redeemable Convertible Preferred Stock, $.001 par value; 3,897,084 shares authorized and 3,855,180 shares outstanding		11,500			11,500			11,500
Series D Redeemable Convertible Preferred Stock, $.001 par value; 8,075,666 shares authorized and 8,008,842 shares outstanding		165,721			165,721			165,721
Total redeemable preferred stock		195,471			195,471			195,471
Commitments and contingencies (Note 11)
Stockholders’ (deficit) equity
Common stock, $.001 par value; 40,000,000 shares authorized; 5,127,443 and 5,394,196 shares issued and outstanding at December 31, 2008 and 2009, respectively and 45,000,000 shares authorized; 7,321,625 shares issued and outstanding at September 30, 2010		5			5			7
Additional paid-in capital		11,373			17,349			35,515
Accumulated other comprehensive income		—			—			1,503
Accumulated deficit		(17,513	)		(10,601	)		(4,443	)
Total stockholders’ (deficit) equity		(6,135	)		6,753			32,582
Total liabilities and stockholders’ (deficit) equity	$	232,542		$	222,823		$	264,346

See notes to consolidated financial statements

F-3

Kayak Software Corporation and Subsidiaries

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

	Year Ended December 31,									Nine Months Ended September 30,
	2007			2008			2009			2009			2010
										(unaudited)
Revenues	$	48,444		$	112,018		$	112,698		$	86,567		$	128,280
Costs and expenses
Cost of revenue		4,990			13,120			10,156			8,071			7,227
Marketing		33,624			56,841			57,389			36,020			69,139
Technology		4,292			10,382			10,708			8,077			9,723
Personnel		8,131			19,150			22,638			16,469			20,987
General and administrative		2,046			5,440			6,446			4,562			6,134
Total costs and expenses		53,083			104,933			107,337			73,199			113,210
(Loss) income from operations		(4,639	)		7,085			5,361			13,368			15,070
Other income (expense)
Interest income		409			672			443			380			83
Interest expense		(200	)		(2,835	)		(322	)		(322	)		—
Realized gain (loss) on investment		62			85			—			—			—
Other income (expense), net		—			509			(1,346	)		(1,408	)		1,161
Total other income (expense)		271			(1,569	)		(1,225	)		(1,350	)		1,244
Income before taxes		(4,368	)		5,516			4,136			12,018			16,314
Income tax expense (benefit)		—			415			(2,776	)		1,579			10,156
Net (loss) income	$	(4,368	)	$	5,101		$	6,912		$	10,439		$	6,158
Net (loss) income per common share
Basic	$	(1.67	)	$	(1.37	)	$	(0.92	)	$	0.05		$	(0.43	)
Diluted	$	(1.67	)	$	(1.37	)	$	(0.92	)	$	0.05		$	(0.43	)
Weighted average common shares
Basic		3,860,114			4,831,777			5,223,187			5,193,555			6,164,171
Diluted		3,860,114			4,831,777			5,223,187			5,193,555			6,164,171

See notes to consolidated financial statements

F-4

Kayak Software Corporation and Subsidiaries

Consolidated Statements of Changes in Stockholders’ (Deficit) Equity

(In thousands, except share amounts)

	Common Stock				Additional Paid-In Capital		Accumulated Other Comprehensive Income		Accumulated Deficit			Total Stockholders’ (Deficit) Equity
	Shares		Amount
Balance, December 31, 2006		3,729,107	$	4	$	2,037	$	—	$	(18,246	)	$	(16,205	)
Stock option expense		—		—		1,066		—		—			1,066
Issuance of common stock		281,500		—		302		—		—			302
Compensation expense related to restricted stock vesting		218,107		—		673		—		—			673
Net loss		—		—		—		—		(4,368	)		(4,368	)
Balance, December 31, 2007		4,228,714		4		4,078		—		(22,614	)		(18,532	)
Stock option expense		—		—		4,303		—		—			4,303
Issuance of common stock		706,785		1		896		—		—			897
Compensation expense related to restricted stock vesting		191,944		—		2,096		—		—			2,096
Net income		—		—		—		—		5,101			5,101
Balance, December 31, 2008		5,127,443		5		11,373		—		(17,513	)		(6,135	)
Stock option expense		—		—		5,159		—		—			5,159
Issuance of common stock		229,482		—		529		—		—			529
Compensation expense related to restricted stock vesting		37,271		—		288		—		—			288
Net income		—		—		—		—		6,912			6,912
Balance, December 31, 2009		5,394,196		5		17,349		—		(10,601	)		6,753
(unaudited)
Stock option expense		—		—		5,185		—		—			5,185
Issuance of common stock		1,927,435		2		12,981		—		—			12,983
Comprehensive income
Foreign currency translation adjustment		—		—		—		1,503		—			1,503
Net income		—		—		—		—		6,158			6,158
Total comprehensive income													7,661
Balance, September 30, 2010 (unaudited)		7,321,631	$	7	$	35,515	$	1,503	$	(4,443	)	$	32,582

See notes to consolidated financial statements

F-5

Kayak Software Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)

	Year Ended December 31,									Nine Months Ended September 30,
	2007			2008			2009			2009			2010
										(unaudited)
Cash flows from operating activities
Net income	$	(4,368	)	$	5,101		$	6,912		$	10,439		$	6,158
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		1,485			5,214			5,380			4,023			4,923
Stock-based compensation expense		1,739			6,400			5,447			3,719			5,185
Deferred taxes		—			—			(3,925	)		—			7,049
Mark to market adjustments		—			(336	)		669			643			(702	)
Loss on extinguishment of debt		—			—			1,005			1,005			—
Gain on sale of Travelpost		—			—			—			—			(459	)
Other		50			59			(4	)		11			47
Changes in assets and liabilities, net of effect of acquisitions:
Accounts receivable, net		(3,574	)		(4,193	)		(2,103	)		244			(13,367	)
Prepaid expenses and other assets		(99	)		(1,345	)		(925	)		(2,135	)		253
Accounts payable		1,157			(35	)		1,658			(1,321	)		1,437
Accrued liabilities and other liabilities		1,724			2,014			(1,498	)		(291	)		5,763
Net cash from operating activities		(1,886	)		12,879			12,616			16,337			16,287
Cash flows from investing activities
Purchases of property and equipment		(1,043	)		(986	)		(2,267	)		(1,939	)		(1,612	)
Purchase of domain names		(81	)		(106	)		(2	)		—			—
Proceeds from sale of property and equipment		—			23			5			—			—
Purchase of marketable securities		(5,963	)		(16,352	)		(3,254	)		(2,196	)		(4,721	)
Sale of marketable securities		9,462			9,045			12,482			12,481			2,350
Proceeds from sale of Travelpost		—			—			—			—			3,600
Cash paid for business combination—net of cash acquired		(174,818	)		(784	)		—			—			(6,781	)
Net cash from investing activities		(172,443	)		(9,160	)		6,964			8,346			(7,164	)
Cash flows from financing activities
Proceeds from issuance of common stock		302			897			529			359			1,637
Proceeds from issuance of redeemable convertible preferred stock		165,709			—			—			—			—
Payments on long-term debt		30,000			(5,000	)		(25,268	)		(25,268	)		—
Cash paid for origination of loans		(429	)		—			—			—			—
Loans to shareholders		—			(1,100	)		(2,500	)		(2,500	)		3,686
Other		—			32			—			—			—
Net cash from financing activities		195,582			(5,171	)		(27,239	)		(27,409	)		5,323
Effect of exchange rate changes on cash and cash equivalents		—			—			—			—			158
Increase (decrease) in cash and cash equivalents		21,253			(1,452	)		(7,659	)		(2,726	)		14,604
Cash and cash equivalents, beginning of period		3,808			25,061			23,609			23,609			15,950
Cash and cash equivalents, end of period	$	25,061		$	23,609		$	15,950		$	20,883		$	30,554
Supplemental disclosures of cash flow information
Cash paid during the year for:
Interest	$	—		$	2,541		$	532
Income taxes	$	—		$	400		$	2,692

See notes to consolidated financial statements

F-6

Kayak Software Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(In thousands, except share and per share amounts)

(Amounts as of or for the nine months ended September 30, 2009 and 2010 are unaudited)

1. Organization

The Company was incorporated in Delaware on January 14, 2004 under the name of Travel Search Company, Inc. On August 17, 2004, we officially changed our name to Kayak Software Corporation (the Company). We operate KAYAK.com and other travel websites and mobile applications that allow users to search for rates and availability for airline tickets, hotel rooms, rental cars, and other travel-related services across hundreds of websites.

2. Summary of Significant Accounting Policies

Significant Estimates and Judgments

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates relied upon in preparing these financial statements include the provision for uncollectible accounts, estimates used to determine the fair value of our common stock and preferred stock warrants, recoverability of our net deferred tax assets and the fair value of long lived assets and goodwill. Changes in estimates are recorded in the period in which they become known. We base estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, and have been prepared in accordance with accounting principles generally accepted in the United States of America. Operating results of acquired businesses are included in the Consolidated Statements of Operations from the date of acquisition. All intercompany accounts and transactions have been eliminated.

Segments

We have one operating segment for financial reporting purposes: travel search. We have no organizational structure dictated by product lines, geography or customer type.

Revenue Recognition

Our services are free for travelers. We earn revenues from both referrals to travel suppliers and online travel agencies (OTAs) (distribution revenues) and from advertising placements on our websites and mobile applications (advertising revenues). We recognize revenue upon completion of the referral or placement of advertisement, provided that our fees are fixed and determinable, there is persuasive evidence of the arrangement and collection is reasonably assured, as follows:

Distribution Revenues: Revenue is recognized either when a user clicks on a link that refers them to a travel supplier or OTA or when the user completes a purchase with the travel supplier or OTA, depending on terms of the contract. For certain hotels and car rental companies, revenue is not earned until the user consumes the travel, in which case we recognize the revenue when notified of the amount earned by the travel supplier or OTA.

Advertising Revenue: Advertising revenue is recognized either via a cost per click model (CPC) which results in revenue when a user clicks on an advertisement that a customer has placed within our website, or through a cost per thousand impression (CPM) model which results in revenue being earned when we display an advertiser’s advertisement within our search results, regardless if the user clicks on the advertisement.

F-7

Concentrations of Credit Risk

Substantially all of our revenues are derived from customers and users located in the United States of America. Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities and accounts receivable. The Company’s cash and cash equivalents and marketable securities are primarily held in one financial institution that we believe to be of high credit quality.

Significant customers accounted for the following percentages of total revenues:

	For the year ended December 31,									For the nine months ended September 30,
	2007			2008			2009			2009			2010
Customer A		11	%		13	%		16	%		16	%		25	%
Customer B		32	%		27	%		23	%		23	%		19	%
Customer C		18	%		15	%		13	%		14	%		8	%

Amounts due from these significant customers were:

	At December 31,				At September 30,
	2008		2009		2010
Customer A	$	2,176	$	3,376	$	7,978
Customer B		3,883		4,610		5,045
Customer C		—		850		1,025

We believe significant customer amounts outstanding at December 31, 2009 and September 30, 2010 are collectible.

Cost of Revenue

Cost of revenue consists primarily of expenses incurred related to airfare and hotel search database costs and related bandwidth charges. All costs of revenue are expensed as incurred.

Marketing

Marketing expenses are comprised primarily of costs of search engine marketing, brand advertising, affiliate referral fees, and public relations. All marketing costs are expensed as incurred.

Stock-Based Compensation

We estimate the value of stock option awards on the date of grant using the Black-Scholes option-pricing model (the Black-Scholes model). The determination of the fair value of stock option awards on the date of grant is affected by our estimated stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the term of the awards, expected term, risk-free interest rate, expected dividends and expected forfeiture rates. The forfeiture rate is estimated using historical option cancellation information, adjusted for anticipated changes in exercise and employment termination behavior. We separate employees into groups that have similar characteristics for purposes of making forfeiture estimates. Outstanding awards do not contain market or performance conditions and therefore, we recognize stock-based compensation expense on a straight-line basis over the requisite service period.

Fair Value of Financial Instruments

The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value because of their short maturities.

F-8

Cash Equivalents and Marketable Securities

Cash equivalents include all highly liquid investments maturing within 90 days from the date of purchase.

Marketable securities are classified as held-to-maturity as we have the intent and ability to hold these investments to maturity. Marketable securities are reported at amortized cost. Cash equivalents and marketable securities are invested in instruments we believe to be of high-quality, primarily money market funds, U.S. Government obligations, State and Municipality obligations and corporate bonds with remaining contractual maturities of less than one year.

Accounts Receivable and Allowance for Doubtful Accounts

We review accounts receivable on a regular basis and estimate an amount of losses for uncollectible accounts based on our historical collections experience, age of the receivable and knowledge of the customer. We record changes in our estimate to the allowance for doubtful accounts through bad debt expense and relieve the allowance when accounts are ultimately determined to be uncollectible.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed on a straight-line basis over the estimated useful lives of the assets or, when applicable, the life of the lease, whichever is shorter.

Software and Website Development Costs

Certain costs to develop internal use computer software are capitalized provided these costs are expected to be recoverable. These costs are included in property and equipment and are amortized over three years beginning when the asset is substantially ready for use. Costs incurred during the preliminary project stage, as well as maintenance and training costs are expensed as incurred. We capitalized software and web development costs of $538, $329 and $621 during the years ended December 31, 2007, 2008 and 2009, respectively, and $418 and $1,068 for the nine months ended September 30, 2009 and 2010, respectively. Amortization expense for software and website development costs were $676, $517 and $466 for the years ended December 31, 2007, 2008 and 2009, respectively and $342 and $434 for the nine months ended September 30, 2009 and 2010, respectively.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, we compare the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicates that there is impairment, the amount of the impairment is calculated as the difference between the carrying value and fair value.

Goodwill

Goodwill represents the excess of the cost of acquired business over the fair value of the assets acquired at the date of acquisition. Goodwill is tested for impairment at least annually and whenever events or changes in circumstances indicate that goodwill may be impaired. At December 31, 2009 and September 30, 2010 goodwill is not deductible for tax purposes.

We assess goodwill for possible impairment using a two-step process. The first step identifies if there is potential goodwill impairment. If step one indicates that an impairment may exist, a second step is performed to measure the amount of the goodwill impairment, if any. Goodwill impairment exists when the estimated fair value of goodwill is less than its carrying value. If impairment exists, the carrying value of the goodwill is reduced to fair value through an impairment charge in our consolidated statements of operations.

F-9

For purposes of goodwill impairment testing, we estimate the fair value of the company using generally accepted valuation methodologies, including market and income based approaches, and relevant data available through and as of the testing date. The market approach is a valuation method in which fair value is estimated based on observed prices in actual transactions and on asking prices for similar assets. Under the market approach, the valuation process is essentially that of comparison and correlation between the subject asset and other similar assets. The income approach is a method in which fair value is estimated based on the cash flows that an asset could be expected to generate over its useful life, including residual value cash flows. These cash flows are then discounted to their present value using a rate of return that accounts for the relative risk of not realizing the estimated annual cash flows and for the time value of money.

Warrant liability

Warrants to purchase redeemable preferred stock are accounted for on the balance sheets at fair value as liabilities. Changes in fair value are recognized in earnings in the period of change.

Put liability

In connection with our acquisition of swoodoo AG, we issued a put option on 825,000 shares of our common stock. The fair value of this option was estimated to be $4,208 at the date of the acquisition and recorded as a liability on our balance sheet. Changes in fair value are recognized in earnings in the period of change.

Accumulated Other Comprehensive Income

Accumulated other comprehensive income consists of foreign currency translation adjustments. The financial statements of swoodoo AG are translated from its functional currency, Euros, into U.S. dollars. Assets and liabilities are translated at period end rates of exchange and revenue and expenses are translated using average rates of exchange. The resulting gain or loss is included in accumulated other comprehensive income on the balance sheet.

Income Taxes

We record income taxes under the liability method. Deferred tax assets and liabilities reflect our estimation of the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for book and tax purposes. We determine deferred income taxes based on the differences in accounting methods and timing between financial statement and income tax reporting. Accordingly, we determine the deferred tax asset or liability for each temporary difference based on the enacted tax rates expected to be in effect when we realize the underlying items of income and expense. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available to us for tax reporting purposes, as well as other relevant factors. We may establish a valuation allowance to reduce deferred tax assets to the amount we believe is more likely than not to be realized. Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated operating results, we make certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates.

Effective January 1, 2007, we adopted the authoritative guidance for uncertainty in income taxes. This guidance requires that we recognize a tax benefit from an uncertain position only if it is more likely than not that the position is sustainable, based solely on its technical merits and consideration of the relevant taxing authority’s widely understood administrative practices and precedents. If this threshold is met, we would measure the tax benefit as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The adoption of this guidance did not have a material impact on our financial statements.

F-10

Recent Accounting Pronouncements

In 2006, the FASB issued guidance regarding fair value measurements which defines fair value, establishes a market-based framework or hierarchy for measuring fair value and expands disclosures about fair value measurements. This guidance is applicable whenever another accounting pronouncement requires or permits assets and liabilities to be measured at fair value. It does not expand or require any new fair value measures. This guidance became effective January 1, 2008 and was applied prospectively to fair value measurements and disclosures of (i) financial assets and financial liabilities and (ii) nonfinancial assets and nonfinancial liabilities which are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). In February 2008, the FASB delayed the effective date regarding fair value measurements and disclosures of nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), to January 1, 2009. The application of this guidance did not have a material effect on the consolidated financial statements.

In 2009, the FASB issued an amendment to its guidance on fair value measurements and disclosures to provide guidance on the fair value measurement of liabilities. This update provides clarification for circumstances in which a quoted price in an active market for the identical liability is not available. This was effective in 2009 and did not have a material effect on our consolidated financial statements.

In 2010, the FASB issued an amendment to guidance on the disclosure of fair value measurements. This update requires a gross presentation of activities within the Level 3 roll forward and adds a new requirement to disclose transfers in and out of Level 1 and 2 measurements. The update also clarifies the following existing disclosure requirements regarding: (i) the level of disaggregation of fair value measurements; and (ii) the disclosures regarding inputs and valuation techniques. This update is effective for our fiscal year beginning January 1, 2010 except for the gross presentation of the Level 3 roll forward information, which is effective for our fiscal year beginning January 1, 2011. The principle impact from this update was expanded disclosures regarding our fair value measurements.

On January 1, 2009, we adopted the revised FASB guidance regarding business combinations which was required to be applied to business combinations on a prospective basis. The revised guidance requires that the acquisition method of accounting be applied to a broader set of business combinations, amends the definition of a business combination, provides a definition of a business, requires an acquirer to recognize an acquired business at its fair value at the acquisition date and requires the assets and liabilities assumed in a business combination to be measured and recognized at their fair values as of the acquisition date (with limited exceptions). There was no impact upon adoption and the effects of this guidance will depend on the nature and significance of business combinations occurring after the effective date.

In May 2009, the FASB issued guidelines on subsequent event accounting which sets forth: (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. These guidelines were effective for annual periods ending after June 15, 2009. There was no impact on the consolidated financial results. We have evaluated subsequent events through November 17, 2010, the date of issuance of our consolidated financial statements.

3. Acquisitions

On May 6, 2010, the Company acquired 100% of the outstanding share capital in swoodoo AG, a German entity that is similar in nature to us for a total purchase price of $24,384, consisting of $9,451 in cash, 825,000 shares of common stock valued at $13.00 per share on the date of the acquisition. Upon the occurrence of certain events, including the closing of a qualified initial public offering (IPO), during the thirty business days following

F-11

our giving notice of such event, or at June 30, 2011, we will be obligated, at the holder’s request, to repurchase any or all of the shares held by such holder at a price of €13.33 ($18.14 at September 30, 2010) per share. We recorded a liability for the estimated fair value of this obligation at $4,208 at the time of acquisition. This amount was recorded as contingent consideration and is included in the purchase price above. During the nine months ended September 30, 2010, the fair value of the obligation decreased by $784. The decrease in the liability was recorded as a gain and is included in other income (expense), net.

We recognized $419 of acquisitions-related expenses for the nine months ended September 30, 2010 that were included in general and administrative expenses.

The following table summarizes the consideration paid for swoodoo AG and the amounts of the assets acquired and liabilities assumed at the acquisition date.

Fair value of consideration transferred:

Cash paid	$	8,777
Cash paid for working capital adjustment		674
Fair value of common stock		10,725
Fair value of put options issued		4,208
Total purchase consideration	$	24,384

The table below sets forth the final purchase price allocation.

Assets acquired:
Cash and cash equivalents	$	2,670
Other assets		1,320
Identifiable intangible assets
Customer relationships (useful life - 8 years)		4,900
Trade & domain names (useful life - 11 years)		5,400
Current technology (useful life - 5 years)		3,900
Non-compete Agreements (useful life - 3 years)		700
Goodwill		11,144
Total assets		30,034
Liabilities assumed:
Deferred tax liability		4,714
Other liabilities		936
Total net assets acquired	$	24,384

The pro forma impact on revenues and net income was immaterial.

On December 22, 2007, the Company completed the acquisition of SideStep, Inc. an online travel search engine to obtain SideStep’s user base and brand name. Total consideration for the acquisition, net of cash acquired, was $175,603. Included in this amount was cash consideration of $784 representing post-closing purchase price adjustments that were paid during 2008.

F-12

4. Marketable Securities

The following tables summarize the investments in marketable securities:

	December 31, 2008
	Amortized Cost		Gross Unrealized Gains		Estimated Fair Value
Agency bonds	$	801	$	9	$	810
Government bonds		1,200		—		1,200
Certificate of deposit		675		—		675
Commercial paper		4,210		6		4,216
Corporate debentures/bonds		3,857		2		3,859
	$	10,743	$	17	$	10,760

	December 31, 2009
	Amortized Cost		Gross Unrealized Gains		Estimated Fair Value
Certificate of deposit	$	601	$	—	$	601
Commercial paper		749		—		749
Corporate debentures/bonds		156		—		156
	$	1,506	$	—	$	1,506

	September 30, 2010
	Amortized Cost		Gross Unrealized Gains		Estimated Fair Value
Agency bonds	$	479	$	—	$	479
Agency discount notes		1,249		—		1,249
U.S. government bonds		200		—		200
Non-U.S. government bonds		126		—		126
Certificate of deposit		150		—		150
Commercial paper		150		—		150
Corporate debentures/bonds		1,481		1		1,482
	$	3,835	$	1	$	3,836

5. Property and Equipment

Property and equipment at December 31, 2008 and 2009 and September 30, 2010 consisted of the following:

	Estimated Life		December 31,						September  30, 2010
			2008			2009
Computer equipment		3 years	$	1,793		$	2,364		$	2,654
Furniture and fixtures		5 years		156			306			383
Leasehold improvements		Life of lease		159			921			993
Office equipment		5 years		61			35			35
Software		3 years		12			35			97
Vehicle		5 years		53			53			105
Website development		3 years		4,884			5,505			6,500
				7,118			9,219			10,767
Accumulated depreciation				(3,959	)		(5,891	)		(7,469	)
Net property and equipment			$	3,159		$	3,328		$	3,298

F-13

Depreciation expense was $1,196, $1,890 and $2,052 for the years ended December 31, 2007, 2008 and 2009, respectively and $1,527 and $2,157 for the nine months ended September 30, 2009 and 2010, respectively.

6. Intangible Assets

The following tables detail our intangible asset balances by major asset class:

	At December 31, 2008
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intangible asset class
Domain and trade names	$	26,359	$	(2,876	)	$	23,483
Customer relationships		3,300		(750	)		2,550
Total	$	29,659	$	(3,626	)	$	26,033
	At December 31, 2009
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intangible asset class
Domain and trade names	$	26,361	$	(5,512	)	$	20,849
Customer relationships		3,300		(1,442	)		1,858
Total	$	29,661	$	(6,954	)	$	22,707
	At September 30, 2010
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intangible asset class
Domain and trade names	$	31,294	$	(7,470	)	$	23,824
Customer relationships		8,209		(2,044	)		6,165
Technology		4,146		(332	)		3,814
Non-compete agreements		744		(99	)		645
Total	$	44,393	$	(9,945	)	$	34,448

Amortization expense was $289, $3,324 and $3,328 for the years ended December 31, 2007, 2008 and 2009, respectively and $2,496 and $2,766 for the nine months ended September 30, 2009 and 2010, respectively. Amortization related to domain and trade names is included in technology expense and amortization related to customer relationships is included in general and administrative expense. Intangible assets are amortized on a straight-line basis over their estimated economic lives. We believe that the straight-line method of amortization reflects an appropriate allocation of the cost of the intangible assets to earnings in proportion to the amount of economic benefits obtained.

F-14

As of December 31, 2009, future amortization expense for the next 5 years and after is expected to be:

2010	$	3,321
2011		3,248
2012		3,197
2013		2,636
2014 and after		10,305
Total	$	22,707

7. Goodwill

There were no changes in the carrying amount of goodwill in 2008 or 2009. Changes for the nine months ended September 30, 2010 were as follows:

Balance, December 31, 2009	$	142,982
Acquisition of swoodoo AG		11,144
Sale of Travelpost, Inc.		(2,353	)
Foreign currency translation		702
Balance, September 30, 2010	$	152,475

8. Accrued Expenses

Accrued expenses consisted of the following:

	December 31,				September  30, 2010
	2008		2009
Accrued bonus	$	1,657	$	3,405	$	3,157
Taxes payable		612		—		3,105
Accrued search fees		1,921		40		1,179
Accrued marketing		240		—		1,176
Accrued affiliate payments		1,463		1,101		549
Other accrued expenses		1,619		1,384		2,170
	$	7,512	$	5,930	$	11,336

9. Long-Term Debt

There was no outstanding long-term debt as of December 31, 2009 or September 30, 2010. Long-term debt as of December 31, 2008 consisted of the following:

	December 31, 2008
Senior term loan	$	15,000
Subordinated term loan		10,200
Discount—Warrants		(510	)
Discount—Final payment fee		(160	)
		24,530
Less current portion of long-term debt		(7,500	)
	$	17,030

In December 2007, the Company entered into $20,000 of senior term loans and $10,000 of subordinated term loans with Silicon Valley Bank and Gold Hill Capital, respectively. These loans were repaid during 2009.

F-15

At the inception of the loan, we recorded commitment fees of $350 which were being amortized over the term of the loans. Upon repayment of the debt, these fees were expensed in full and included as part of the early extinguishment expense discussed below.

In conjunction with these loans, the Company issued warrants to purchase Series D Convertible Preferred Stock. Proceeds have been allocated to the warrants using the residual method based on the estimated fair value of the warrants at the date of the loans. Refer to Note 12—Redeemable Convertible Preferred Stock for further information on the warrants. Amounts related to the debt discount of the Series D warrants were being amortized over 5 years, which was the term of the debt. Upon repayment of the debt, these fees were expensed in full.

At the time of repayment we incurred $1,005 of expense in connection with the early extinguishment of debt. This amount was included in other income (expense), for the year ended December 31, 2009 and the nine months ended September 30, 2009.

10. Income Taxes

The significant components of the provision for income taxes are as follows:

	December 31,							September 30,
	2007		2008		2009			2009		2010
Current:
Federal	$	—	$	238	$	141		$	355	$	482
State		—		177		1,008			1,224		2,580
Total current		—		415		1,149			1,579		3,062
Deferred
Federal		—		—		(3,098	)		—		7,094
State		—		—		(827	)		—		—
Total deferred		—		—		(3,925	)		—		7,094
Income tax expense (benefit)	$	—	$	415	$	(2,776	)	$	1,579	$	10,156

Provisions for income taxes compared with income taxes based on the federal statutory tax rate of 35% were as follows:

	December 31,
	2008			2009
U.S. Statutory federal income tax rate		35.0	%		35.0	%
State income taxes, net of federal benefits		3.2	%		15.8	%
Compensation related to incentive stock options		26.6	%		27.0	%
Warrants		(2.1	)%		5.7	%
Change to valuation allowance		(55.8	)%		(94.9	)%
NOL utilization		—			(54.2	)%
Other		0.7	%		(1.5	)%
Effective income tax rate		7.5	%		(67.1	)%

F-16

Significant components of the Company’s deferred tax assets and liabilities at December 31, 2008 and 2009 were as follows:

	December 31,
	2008			2009
Deferred tax assets:
Net operating loss carryforward	$	15,734		$	10,256
Start-up and organizational costs		113			—
Accruals and reserves		253			456
Stock options		—			1,633
Research and development credits		751			1,003
Total gross deferred tax assets		16,851			13,348
Valuation allowance		(6,139	)		—
Total deferred tax assets		10,712			13,348
Deferred tax liabilities:
Restricted stock		(15	)		—
Depreciation and amortization		(10,697	)		(9,423	)
Total deferred tax liabilities		(10,712	)		(9,423	)
Net deferred tax asset	$	—		$	3,925

Realization of the future tax benefits is dependent on many factors, including the Company’s ability to continue to generate taxable income within the net operating loss (NOL) carryforward period. Prior to 2009, the Company did not have sufficient history of generating taxable income to support the assumption that it was more likely than not that future tax benefits would be realized and as such, a full valuation reserve was recorded against the related deferred tax assets. During the fourth quarter of 2009, based on historical and expected operating results, we determined that it was more likely than not that future tax benefits would be realized and released the valuation allowance of $3,925.

At December 31, 2009 and September 30, 2010, the Company had approximately $33,141 and $24,111, respectively, of federal and state tax NOLs that expire beginning in 2027 and 2014, respectively. This includes the effect of Section 382 limitations on the Company’s federal NOL due to certain ownership changes in prior years. Additionally, this NOL includes $9,276 at December 31, 2009 and $9,276 and September 30, 2010 attributable to the excess tax deductions on stock option activity which is not included in the above deferred tax schedule. The tax benefit of this deduction will be recorded through additional paid in capital at such time as the NOL is used to reduce income taxes payable.

As of September 30, 2010, the Company had gross unrecognized tax benefits of $513 and no accrued interest or penalties. Included in the additions for tax positions taken for prior years, are amounts related to the Company’s acquisition of swoodoo.

We had unrecognized tax benefits of $231 at December 31, 2007. There were no changes in 2008 or 2009. The following table summarizes the changes in the balance of gross unrecognized tax benefits from December 31, 2009:

Unrecognized tax benefits at December 31, 2009	$	231
Additions for tax positions of acquired companies		282
Unrecognized tax benefits at September 30, 2010	$	513

F-17

The total amount of unrecognized tax benefits, if recognized, that would impact effective tax rate is $478. The Company does not currently anticipate that the total amount of unrecognized tax benefits will significantly change within the next 12 months.

All years are open for examination by federal and state taxing authorities. There are no tax audits currently ongoing. Management believes it has adequately reserved for all uncertain tax positions. The assessment relies on estimates and assumptions and may involve a series of complex judgments about future events.

11. Commitments and Contingencies

Operating Leases

We lease our office and data center facilities under noncancelable leases that expire at various points through January 2016. We are also responsible for certain real estate taxes, utilities and maintenance costs on our office facilities. Rent expense was approximately $528, $1,120 and $1,307 for the years ended December 31, 2007, 2008 and 2009, respectively and $998 and $786 for the nine months ended September 30, 2009 and 2010, respectively. Future minimum payments under non cancelable operating lease agreements as of December 31, 2009 are as follows:

2010	$	1,366
2011		1,140
2012		826
2013		676
2014		556
Thereafter		480
Total	$	5,044

In addition, we have various content licensing and technology agreements that if not renewed, will expire at various times through 2010 and 2011. Content licensing and technology expense for the years ended December 31, 2007, 2008 and 2009 was approximately $4,330, $7,076 and $6,514, respectively and for the nine months ended September 30, 2009 and 2010 was $4,569 and $5,788, respectively.

Future minimum payments under content licensing and technology agreements are as follows at December 31, 2009:

2010	$	7,431
2011		7,200
Total	$	14,631

Legal Matters

We are involved in various legal proceedings, including, but not limited to, actions relating to breach of contract and intellectual property infringement that involve claims for substantial amounts of money or for other relief or that might necessitate changes to our business or operations. If any legal proceedings were to result in an unfavorable outcome, it could have a material adverse effect on our business, financial position and results of operations; however, at this time, we are unable to estimate the potential range of loss, if any, and it is too early to determine the likelihood of whether or not any of these claims will ultimately result in a loss. As such, we have not recorded any accrual for potential loss as of December 31, 2009 or September 30, 2010.

12. Redeemable Convertible Preferred Stock

The Company has authorized 26,876,384 shares of redeemable convertible preferred stock, and has designated six series as of December 31, 2009: 6,600,000 shares of Series A Preferred, 1,176,051 shares of Series

F-18

A-1 Preferred, 4,989,308 shares of Series B Preferred, 2,138,275 shares of Series B-1 Preferred, 3,897,084 shares of Series C Preferred and 8,075,666 Series D Preferred.

Series A Preferred

In March and June 2004, the Company issued an aggregate of 6,600,000 shares of Series A Preferred at $1.00 per share for gross proceeds of $6,600.

Series A-1 Preferred

In November 2004, the Company issued an aggregate of 825,000 shares of Series A-1 Preferred at $2.00 per share for gross proceeds of $1,650. The purchase price of the shares was subject to adjustment based on any dilution occurring as a result of any subsequent stock offering that occurred prior to February 1, 2006 at a price per share lower than $2.00. Consequently, in February 2006, an additional 351,051 shares were issued to Series A-1 holders to adjust the stock purchase price to $1.403 per share, the per-share price of the Series B Preferred Stock.

Series B Preferred

In February 2006, the Company issued 4,989,308 shares of its Series B Preferred at $1.403 per share for gross proceeds of $7,000.

Series B-1 Preferred

In April 2006, the Company issued 2,138,275 shares of its Series B-1 Preferred at $1.403 per share for gross proceeds of $3,000.

Series C Preferred

In May 2006, the Company issued 3,855,180 shares of its Series C Preferred at $2.983 per share for gross proceeds of $11,500.

Series D Preferred

In December 2007, the Company issued 8,008,842 shares of its Series D Preferred at $20.727 per share for gross proceeds of $166,000 and $278 in issuance costs.

A summary of the current rights and preferences of the Series A, A-1, B, B-1, C and D Preferred are as follows:

Voting

Series A, A-1, B, B-1, C and D Preferred stockholders are entitled to one vote per common share equivalent on all matters voted on by holders of common stock.

Dividends

Series A, A-1, B, B-1, C and D Preferred stockholders are entitled to receive dividends that are paid on common stock of the Company equal to an amount of the largest number of whole shares of common stock into which the shares of preferred stock are convertible into. In addition, Series A, A-1, B, B-1, C and D preferred stockholders are entitled to receive, out of funds legally available, dividends at the rate of 6% per annum of the

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adjusted original issue price per share and are accumulated regardless if declared. Accumulated and unpaid dividends totaled $28,242 at December 31, 2009 and $37,051 September 30, 2010. Dividends are payable upon a liquidation event, redemption or if declared by the Board of Directors.

Liquidation Rights

In the event of a liquidation, dissolution or winding up of the Company, a sale of all or substantially all of the Company’s assets, and certain mergers, before any distribution payments to common stockholders, the holders of Series A, A-1, B, B-1, C and D Preferred are entitled to an amount equal to the liquidation preference payment. The liquidation preference payment is equal to the original stock price paid per share multiplied by 1.5 for the Series A holders ($1.50 per share), Series A-1 holders ($2.104 per share), Series B holders ($2.104 per share), Series B-1 holders ($2.104 per share), Series C holders ($4.475 per share) and Series D holders ($31.09 per share) plus unpaid dividends (whether or not declared).

Conversion

Each share of Series A, A-1, B, B-1, C and D preferred is convertible into one share of common stock, adjusted for certain anti-dilutive events. Conversion is at the option of the holder but becomes automatic upon (i) the completion of an initial public offering involving net proceeds of at least $25,000 at a price per share that equals or exceeds $31.09 per share, subject to certain adjustments, or (ii) upon the election of the holders of shares of preferred stock representing 58% of the votes applicable to such preferred stock, provided that with respect to Series D Preferred, such election must also include at least two-thirds of the Series D holders (Requisite Holders). Upon a conversion event holders are not entitled to receive any previously accumulated and unpaid dividends.

Redemption

At any time on or after December 21, 2012, upon the written request of the Requisite Holders, the Company shall redeem, in three equal annual installments, all outstanding Series A, A-1, B, B-1, C and D Preferred, in cash, at an amount equal to the applicable liquidation preference payment, as described above.

Preferred Stock Warrants

In connection with the issuance of subordinated term loans in 2007, the lender received warrants to purchase 62,000 shares of Series D preferred stock at an exercise price of $20.73 per share. The warrants expire on the tenth anniversary of the loan closing date (December 2017). In connection with the transaction the Company recorded a separate warrant liability based on the estimated fair value at the issuance date by allocating proceeds first to the warrants and the remaining to the loans (the residual method). Warrants are valued at each reporting period with changes recorded in the statement of operations. The fair value of these warrants was $297, $681 and $650 as of December 31, 2008 and 2009 and September 30, 2010, respectively, based on the following assumptions using the Black-Scholes model:

	December 31,						September  30, 2010
	2008			2009
Risk free interest rate		1.6	%		2.2	%		1.1	%
Expected volatility		55.1	%		54.5	%		51.0	%
Expected life (in years)		5			4			4
Dividend yield		0.0	%		0.0	%		0.0	%

The mark to market gain (loss) on these warrants was $348 and $(384) for the years ended December 31, 2008 and 2009 and $361 and $(31) for the nine months ended September 30, 2009 and 2010, respectively.

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In November 2006, under the terms of a loan and security agreement, the Company issued warrants for the purchase of 41,904 shares of Series C preferred. The warrants are exercisable at $2.983 per share and expire on November 22, 2016. The Company recorded a warrant liability based on the fair value of the warrants at the issuance date. Using the Black-Scholes model at December 31, 2008 and 2009 and September 30, 2010, the fair value of these warrants was $115, $400 and $514, respectively, based on the following assumptions:

	December 31,						September  30, 2010
	2008			2009
Risk free interest rate		1.6	%		1.9	%		0.6	%
Expected volatility		55.1	%		54.8	%		52.7	%
Expected life (in years)		5			3			3
Dividend yield		0.0	%		0.0	%		0.0	%

The mark to market gain (loss) on these warrants was $(12) and $(285) for the years ended December 31, 2008 and 2009, respectively, and $282 and $114 for the nine months ended September 30, 2009 and 2010, respectively.

13. Stockholders’ Equity

Common Stock

A summary of the current rights and preferences of common stock are as follows:

Voting

Common stockholders are entitled to one vote per share of common stock held on all matters on which such common stockholder is entitled to vote.

Dividends

Common stockholders are eligible to receive dividends on common stock held when funds are available and as approved by the Board of Directors.

Liquidation Rights

In the event of liquidation, dissolution or winding up of the Company, a sale of all or substantially all of the Company’s assets, and certain mergers, common stockholders are entitled to receive all assets of the Company available for distribution, subject to the preferential rights of any outstanding shares of preferred stock.

14. Stock Options and Restricted Stock

The Board of Directors adopted the 2004 Stock Option Plan (Plan) and the Third Amended and Restated 2005 Equity Incentive Plan, which permits the sale or award of restricted common stock or grant of incentive and nonqualified stock options for the purchase of common stock to employees, directors and consultants up to a maximum of 2,180,000 shares under the Plan and up to 6,034,496 shares under the Third Amended and Restated 2005 Equity Incentive Plan. At December 31, 2009 and September 30, 2010, 335,724 and 715,451 shares, respectively, were available under the 2005 Equity Incentive Plan for future issuances of restricted common stock or grants of stock options.

Restricted Stock

The Company has issued shares of restricted common stock to employees, directors and consultants, which are subject to repurchase agreements and generally either vest over a four-year period from date of grant or

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immediately at the time of the grant. If the holder ceases to have a business relationship with the Company, the Company may repurchase any unvested shares of restricted common stock held by these individuals at their original purchase price, ranging from $1.00 to $15.50 per share for the period ended September 30, 2010.

Restricted stock is subject to transfer restrictions and contains the same rights and privileges as unrestricted shares of common stock. Shares of restricted stock are presented as outstanding as of the date of issuance. As of December 31, 2009 and September 30, 2010, there were 345 and no shares subject to repurchase, respectively. The Company granted restricted stock shares to employees totaling 153,413 and 25,000 for the years ended December 31, 2008 and 2009 respectively, and 54,898 for the nine months ended September 30, 2010. Grants made during 2008, 2009 and 2010 all vested immediately as of the date of the grant.

The following table summarizes the activity of restricted stock:

	Number of Shares			Weighted- Average Grant Date Fair Value
Outstanding – December 31, 2006		498,639		$	1.28
Issued		218,107			3.02
Repurchased		(50,000	)		1.00
Outstanding – December 31, 2007		666,746		$	1.87
Issued		153,413			13.54
Repurchased		(39,637	)		2.59
Outstanding – December 31, 2008		780,522			4.13
Issued		25,000			7.50
Outstanding – December 31, 2009		805,522			4.42
Issued		54,898			11.29
Outstanding – September 30, 2010		860,420		$	4.86
Vested restricted common stock – December 31, 2008		768,251		$	4.13
Vested restricted common stock – December 31, 2009		805,177		$	4.42
Vested restricted common stock – September 30, 2010		860,420		$	4.86

Stock Options

Stock options generally have terms of ten years. Stock options granted under the stock plans will typically vest 25% after the first year of service and ratably each month over the remaining 36-month period contingent upon employment with the Company on the date of vesting.

The Company utilizes the Black-Scholes model to determine the fair value of stock options. Management is required to make certain assumptions with respect to selected model inputs, including anticipated changes in the underlying stock price (i.e., expected volatility) and option exercise activity (i.e., expected term). The Company bases its expected volatility on the historical volatility of comparable publicly traded companies for a period that is equal to the expected term of the options. The expected term of options granted is derived using the “simplified” method as allowed under the provisions of the Securities and Exchange Commission’s Staff Accounting Bulletin No. 107 and represents the period of time that options granted are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield in effect at the time of the grant period for a period commensurate with the estimated expected life.

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The following table summarizes stock option activity:

	Number of Shares			Exercise Price Per Share		Weighted- Average Exercise Price		Aggregate Intrinsic Value
Outstanding—December 31, 2006		2,604,500		$	1.00 - $1.40	$	1.38
Issued		2,173,170			2.98 - 14.00		6.22
Exercised		(281,500	)		1.00 - 2.98		1.80	$	1,290
Forfeited		(250,000	)		1.00 - 2.98		2.43
Outstanding—December 31, 2007		4,246,170		$	1.00 - $14.00	$	3.81
Issued		2,483,000			15.50		15.50
Exercised		(706,785	)		1.00 - 5.00		1.27	$	10,058
Forfeited		(487,117	)		1.00 - 15.50		12.59
Outstanding—December 31, 2008		5,535,268			1.00 - 15.50		8.61
Issued		3,269,000			7.5 - 15.50		8.15
Exercised		(229,482	)		1.00 - 5.00		2.31	$	1,425
Cancelled		(2,044,000	)		12.50 - 15.50		14.96
Forfeited		(826,210	)		1.403 - 15.50		13.48
Outstanding—December 31, 2009		5,704,576			1.00 - 15.50		5.62
Issued		1,595,000			11.29 - 13.00		12.66
Exercised		(85,225	)		1.00 - 7.50		3.36	$	745
Forfeited		(352,125	)		1.403 - 7.50		7.46
Outstanding—September 30, 2010		6,862,226		$	1.00 - 15.50	$	7.19
Vested stock options—December 31, 2008		2,393,460		$	1.00 - 15.50	$	3.55	$	9,369
Vested stock options—December 31, 2009		2,064,444		$	1.00 - 15.50	$	3.48	$	18,827
Vested stock options—September 30, 2010		3,197,305		$	1.00 - 15.50	$	4.39	$	33,383

The fair value of vested shares was $3,467 and $2,689 at December 31, 2008 and 2009, respectively and $2,810 at September 30, 2010.

The weighted-average fair value of options granted during the years ended December 31, 2008 and 2009 was $6.54 and $4.21 per share, respectively, and $6.41 at September 30, 2010 based on the Black-Scholes model. The following weighted-average assumptions were used for grants:

	December 31,						September 30,
	2008			2009			2010
Risk-free interest rate		3.0	%		2.5	%		2.7	%
Expected volatility		58.9	%		57.4	%		49.1	%
Expected life (in years)		6			6			6
Dividend yield		0.0	%		0.0	%		0.0	%

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The following table summarizes information concerning outstanding and exercisable options as of December 31, 2009:

	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number of Shares		Weighted Average Remaining Contractual Life (Years)		Weighted- Average Exercise Price		Number of Shares		Weighted- Average Exercise Price
$  1.00		617,039		4.26	$	1.00		617,039	$	1.00
$  1.40		441,464		5.82	$	1.40		435,909	$	1.40
$  2.98		258,740		6.70	$	2.98		226,187	$	2.98
$  5.00		1,402,500		7.44	$	5.00		871,006	$	5.00
$  7.50		2,904,833		8.87	$	7.50		213,319	$	7.50
$15.50		80,000		8.48	$	15.50		30,000	$	15.50

The weighted average remaining contractual term for options exercisable as of December 31, 2009 and September 30, 2010 was 6.3 and 6.2 years, respectively.

The fair value of the common stock has been determined by the Board of Directors at each award grant date based on a variety of factors, including arm’s length sales of the Company’s capital stock (including redeemable convertible preferred stock), valuations of comparable public companies, the Company’s financial position and historical financial performance, the status of technological developments within the Company’s products, the composition and ability of the technology and management team, an evaluation of and benchmark to the Company’s competition, the current climate in the marketplace, the illiquid nature of the common stock, the effect of rights and preferences of preferred shareholders, and the prospects of a liquidity event, among others. In addition, at least annually the Company obtains an independent third party valuation to assist in determining the current market value of the stock.

In 2009, the Company offered employees the ability to modify their stock options that were previously granted at an exercise price in excess of the valuation that was obtained at December 31, 2008. In return for adjusting the fair market value of the options, the vesting on the awards would reset as of July 7, 2009. Employees would then vest in equal monthly installments over the next four years. 2,044,000 options relating to 49 employees were reset at July 7, 2009 with an exercise price of $7.50. In connection with this modification, the Company incurred additional noncash compensation expense of $2,565 for the incremental value of the modified options. This expense will be recognized on a straight-line basis over the vesting period of the new grant.

During 2008, the Company accelerated options related to two terminated employees. Total options accelerated were 30,625 shares which resulted in additional compensation of $300.

At December 31, 2009 and September 30, 2010, total unrecognized estimated compensation expense related to non-vested stock options granted prior to that date was approximately $11,380 and $22,847, respectively. This expense will be recognized on a straight-line basis over the weighted average remaining vesting period of 3.7 years as of December 31, 2009 and 3.8 years as of September 30, 2010.

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15. Earnings per Share

The following table sets forth the computation of basic and diluted earnings per share of common stock for the three years ended December 31, 2007, 2008 and 2009 and the nine months ended September 30, 2009 and 2010:

	Year Ended December 31,									Nine Months Ended September 30,
	2007			2008			2009			2009			2010
Basic Earnings per Share:
Net income	$	(4,368	)	$	5,101		$	6,912		$	10,439		$	6,158
Redeemable preferred stock dividends		(2,085	)		(11,728	)		(11,728	)		(8,796	)		(8,796	)
Amounts allocated to participating preferred stockholders		—			—			—			(1,376	)		—
Net income available to common shareholders—basic	$	(6,453	)	$	(6,627	)	$	(4,816	)	$	267		$	(2,638	)
Weighted average common shares outstanding		3,860,114			4,831,777			5,223,187			5,193,555			6,164,171
Basic earnings per share	$	(1.67	)	$	(1.37	)	$	(0.92	)	$	0.05		$	(0.43	)
Diluted earnings per share:
Net income	$	(4,368	)	$	5,101		$	6,912		$	10,439		$	6,158
Redeemable preferred stock dividends		(2,085	)		(11,728	)		(11,728	)		(8,796	)		(8,796	)
Amounts allocated to participating preferred stockholders	$	—		$	—		$	—		$	(1,376	)	$	—
Net income available to common shareholders—diluted	$	(6,453	)	$	(6,627	)	$	(4,816	)	$	267		$	(2,638	)
Weighted average common shares outstanding		3,860,114			4,831,777			5,223,187			5,193,555			6,164,171
Diluted (loss) earnings per share	$	(1.67	)	$	(1.37	)	$	(0.92	)	$	0.05		$	(0.43	)

The weighted average effect of potentially dilutive securities that have been excluded from the calculation of diluted net loss per common share because the effect is anti-dilutive is as follows:

	Year Ended December 31,						Nine Months Ended September 30,
	2007		2008		2009		2009		2010
Options to purchase common stock and common stock subject to repurchase		4,246,170		5,535,268		5,696,346		5,541,600		6,862,226
Convertible preferred stock (as converted basis)		26,767,656		26,767,656		26,767,656		26,767,656		26,767,656
Convertible preferred stock warrants (as converted basis)		103,904		103,904		103,904		103,904		103,904

16. Fair Value Measurements

Generally accepted accounting principles set forth a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three tiers are Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

F-25

Our preferred stock warrants and common stock put options are measured at fair value on a recurring basis. The preferred stock warrants are valued using the Black-Scholes model with the following assumptions: share price, exercise price, expected term, volatility, risk-free interest rate and dividend yield as described in Note 12—Redeemable Convertible Preferred Stock.

Using the Black-Scholes model, the common stock put options are valued at $3,424 based on the following assumptions at September 30, 2010:

Risk free interest rate	0.2	%
Expected volatility	37.7	%
Expected life (in years)	1
Dividend yield	0.0	%

Changes in valuation during the years ended December 31, 2008 and 2009 and the nine months ended September 30, 2010 were as follows:

	Level 3 Stock Put Option			Level 3 Warrant Instruments
Balance, December 31, 2007	$	—		$	748
Mark to market adjustment		—			(336	)
Balance, December 31, 2008		—			412
Mark to market adjustment		—			669
Balance, December 31, 2009		—			1,081
Fair value at issuance		4,208			—
Mark to market adjustment		(784	)		82
Balance, September 30, 2010	$	3,424		$	1,163

17. Employee Benefit Plan

In June 2004, the Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis, subject to legal limitations. Company contributions to the plan may be made at the discretion of the Board of Directors. The Company has made no contributions to the 401(k) plan to date.

18. Related Party Transactions

In March 2010, we sold Travelpost, a website that was acquired in 2007, to a corporation affiliated with certain members of our Board of Directors. In return, we received 800,000 shares of common stock in the new company and $3,600 in cash. We recorded a gain on the sale of $465 which is included in other income expense, net. In addition we entered into a commercial agreement pursuant to which we granted the new company a three-year license to reproduce and publicly display hotel reviews and hotel related information in exchange for a monthly license fee of $50 for the term of the license.

In July 2008, the Company loaned two stockholders a combined $1,100 under secured promissory notes bearing interest at 3.2% in connection with restricted stock grants of 150,000 shares of common stock. In 2009, one stockholder borrowed an additional $1,000 and the other borrowed an additional $1,500 under new secured promissory notes bearing interest at a rate per annum of 2.06%. These agreements replaced the previous agreements. These notes, including interest, were repaid in full in March 2010.

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SCHEDULE II—CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

	Balance at Beginning of Period		Additions Charged to Expense		Deductions			Additions Acquired from Business Combinations		Balance at End of Period
Allowance for doubtful accounts:
Year Ended December 31, 2007	$	64	$	122	$	(113	)	$	99	$	172
Year Ended December 31, 2008		172		420		(171	)		—		421
Year Ended December 31, 2009		421		1,030		(485	)		—		966
Nine Months Ended September 30, 2010	$	966	$	568	$	(172	)	$	—	$	1,362
Allowance for deferred tax assets:
Year Ended December 31, 2007	$	7,758	$	58	$	—		$	—	$	7,816
Year Ended December 31, 2008		7,816		—		1,677			—		6,139
Year Ended December 31, 2009		6,139		—		6,139			—		—
Nine Months Ended September 30, 2010	$	—	$	—	$	—		$	—	$	—

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the fees and expenses, other than underwriting discounts and commissions, payable in connection with the registration of the common stock hereunder. All amounts are estimates except the SEC registration fee, the FINRA filing fee and the              listing fee.

Securities and Exchange Commission registration fee	$	3,565
FINRA filing fee	$	5,500
listing fee		*
Accounting fees and expenses		*
Legal fees and expenses		*
Transfer agent fees and expenses		*
Printing and engraving expenses		*
Miscellaneous expenses		*
Total expenses	$	*

* To be provided by amendment.

Item 14. Indemnification of Directors and Officers

Section 102 of the Delaware General Corporation Law permits a corporation in its certificate of incorporation or an amendment to eliminate or limit the personal liability of its directors or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of law or obtained an improper personal benefit. Our amended and restated certificate of incorporation, that will be in effect upon completion of this offering, provides that no director shall be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except to the extent that Delaware law prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty.

Section 145 of the Delaware General Corporation Law provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by the person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, to which he or she is a party by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the Court of Chancery or such other court shall deem proper. Section 145(g) of the Delaware General Corporation Law further authorizes a corporation to purchase and maintain insurance on behalf of any indemnified person against any liability asserted against and incurred by such person in any indemnified capacity, or arising out of such person’s status as such, regardless of whether the corporation would otherwise have the power to indemnify under Delaware law.

II-1

Our amended and restated certificate of incorporation that will be in effect upon completion of this offering will provide that we must indemnify our directors and officers to the fullest extent authorized by Delaware law and may also pay expenses incurred in defending any such proceeding in advance of its final disposition upon delivery of an undertaking, by or on behalf of an indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified under this section or otherwise.

Our amended and restated by-laws that will be in effect upon completion of this offering will provide that it will indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was, or has agreed to become, its director or officer, or is or was serving, or has agreed to serve, at its request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, an “indemnitee,” or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom.

We expect our directors and executive officers to execute a new form of indemnification agreement prior to completion of this offering. In general, these agreements provide that we will indemnify the director or executive officer to the fullest extent permitted by law for claims arising in his or her capacity as a director or officer or in connection with his or her service at our request for another corporation or entity. We also maintain a general liability insurance policy that covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers.

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our amended and restated certificate of incorporation, our amended and restated by-laws, agreement, vote of stockholders or disinterested directors or otherwise.

We expect to maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Item 15. Recent Sales of Unregistered Securities

Set forth below is information regarding shares of common stock and preferred stock issued and options and warrants granted by us within the past three years that were not registered under the Securities Act. Also included is the consideration, if any, received by us for such securities and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration was claimed.

(a) Issuances of Capital Stock

(1) Common Stock

On November 2, 2007, we issued 800 restricted shares of our common stock, par value $0.001 per share, to an employee for services rendered to us, all of which were fully vested on the date of issuance.

On January 31, 2008, we issued an aggregate of 3,413 restricted shares of our common stock, par value $0.001, to certain employees in lieu of a portion of their 2007 cash bonus, all of which were fully vested on the date of issuance.

On June 26, 2008, we granted an aggregate of 150,000 shares of our common stock, par value $0.001, to our founders and executives as part of their compensation at a price per share of $15.50.

II-2

On November 13, 2009, we issued 25,000 restricted shares of our common stock, par value $0.001 per share, to a consultant for services rendered to us, all of which were fully vested on the date of issuance.

On February 11, 2010, we issued an aggregate of 54,986 restricted shares of our common stock, par value $0.001, to 27 of our employees in lieu of a portion of their 2009 cash bonus all of which were fully vested on the date of issuance.

On May 6, 2010, in connection with the acquisition of swoodoo, we issued an aggregate of 825,000 shares of our common stock, par value $0.001, to the former holders of the outstanding equity of swoodoo AG, and paid an additional €6,000,000 in cash.

On July 30, 2010, we issued to AOL Inc. 962,224 shares of our common stock, pursuant to the exercise of a warrant dated February 25, 2005 to purchase common stock at an exercise price of $1.403 per share, for an aggregate purchase price of $1,350,000.27.

(2) Preferred Stock

On December 20, 2007, we sold an aggregate of 8,008,842 shares of our Series D convertible preferred stock, par value $0.001, to certain investors at a price per share of $20.727 for an aggregate purchase price of $165,999,268.15.

On December 20, 2007, we issued a warrant to purchase 62,000 shares of our Series D convertible preferred stock, par value $0.001, to Gold Hill Venture Lending 03, L.P. at an exercise price per share of $20.727. The warrant was fully vested upon issuance and expires on December 19, 2017.

(b) Stock Option Grants

During the three year period ended November 15, 2010, we have granted to employees, consultants and directors options to purchase 7,707,590 shares of our common stock under our Third Amended and Restated 2005 Equity Incentive Plan. The exercise price per share ranged from $7.50 to $16.50. Options to purchase shares of our common stock pursuant to our Third Amended and Restated 2005 Equity Incentive Plan generally vest either 25% on the first anniversary of the vesting start date, with the remainder vesting in 36 equal monthly installments, or in 48 equal monthly installments.

During the three year period ended November 15, 2010, an aggregate of 1,059,875 shares of our common stock were issued upon exercise of outstanding stock options, with exercise prices ranging from $1.00 to $7.50 per share; of that amount, 665,919 shares of our common stock were issued under our 2004 Equity Incentive Plan and 393,956 shares of our common stock were issued under our Third Amended and Restated 2005 Equity Incentive Plan.

No underwriters were involved in the foregoing issuances of securities. The offers, sales and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance upon Rule 701 or Regulation S under the Securities Act or Section 4(2) of the Securities Act. The offers, sales and issuances of the securities that were deemed to be exempt in reliance on Rule 701 were transactions under compensatory benefit plans and contracts relating to compensation as provided under Rule 701. The transactions in the securities that were deemed to be exempt in reliance on Regulation S were offers and sales that occurred outside the U.S. as provided under Regulation S. The offers, sales and issuances of the securities that were deemed to be exempt in reliance upon Section 4(2) were each transactions not involving any public offering, and all recipients of these securities were accredited investors within the meaning of Rule 501 of Regulation D of the Securities Act who were acquiring the applicable securities for investment and not distribution and had represented that they could bear the risks of the investment. Each of the recipients of securities in these transactions had adequate access, through employment, business or other relationships, to information about us.

II-3

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits

Exhibit Index

Exhibit No.	Description
1.1*	Form of Underwriting Agreement.
3.1	Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
3.2	Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
3.3	Second Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
3.4	Third Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
3.5	Fourth Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
3.6	Fifth Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
3.7*	Form of Amended and Restated Certificate of Incorporation of the Company, to be in effect upon completion of the offering.
3.8	Amended and Restated By-Laws of the Company, as currently in effect.
3.9*	Form of Amended and Restated By-Laws of the Company, to be in effect upon completion of the offering.
4.1*	Form of Registrant’s Common Stock Certificate.
4.2	Fifth Amended and Restated Stock Restriction and Co-Sale Agreement, dated December 20, 2007, between the Company and the holders and investors named therein.
4.3	Sixth Amended and Restated Investor Rights Agreement, dated March 22, 2010, between the Company and the certain investors and founders named therein.
4.4	First Amendment to the Sixth Amended and Restated Investor Rights Agreement, dated October 1, 2010, between the Company and certain investors and founders named therein.
4.5	Stockholders’ Agreement, dated May 6, 2010, between the Company and the holders and investors named therein.
5.1*	Form of Opinion of Bingham McCutchen LLP.
10.1	2004 Stock Incentive Plan.
10.2	Third Amended and Restated 2005 Equity Incentive Plan, amended by First Amendment, dated January 31, 2008, Second Amendment, dated February 28, 2008, Third Amendment, dated August 27, 2008, Fourth Amendment, dated July 22, 2009, Fifth Amendment, dated December 9, 2009 and Sixth Amendment, dated September 17, 2010.
10.3*	Form of 2011 Equity Incentive Plan, to be in effect upon completion of the offering.
10.4^	Services Agreement, dated March 3, 2005, between the Company and ITA Software, Inc.
10.5^	Amendment to Services Agreement, dated July 18, 2007, between the Company and ITA Software, Inc.
10.6^	Letter Agreement, dated March 11, 2008, between the Company, SideStep, Inc. and ITA Software, Inc.
10.7^	Second Amendment to Services Agreement, dated January 1, 2009, between the Company and ITA Software, Inc.

II-4

Exhibit No.	Description
10.8	Lease Agreement, dated August 7, 2008 between the Company and Jefferson at Maritime, L.P.
10.9	Office Lease Agreement, dated September 26, 2008, between the Company and Normandy Concord Acquisition, LLC.
10.10*	Amended and Restated Promotion Agreement, dated April 23, 2009, between the Company and Orbitz Worldwide, LLC.
10.11	Letter Agreement, dated November 24, 2009 by Jefferson at Maritime L.P. to the Company.
10.12	Office Lease, dated November 25, 2009, between the Company and SPF Mathilda, LLC.
10.13*	Google Services Agreement between the Company and Google Inc.
10.14^	KAYAK Insertion Order: IO02703, dated December 16, 2009, between the Company and Expedia.
10.15^	KAYAK Insertion Order: IO03294, dated April 12, 2010, between the Company and Expedia.
10.16^	KAYAK Insertion Order: IO03886, dated August 31, 2010, between the Company and Expedia.
10.17^	KAYAK Insertion Order: IO03850, dated August 19, 2010, between the Company and Expedia UK.
10.18^	KAYAK Insertion Order: IO03927, dated September 16, 2010, between the Company and Expedia UK.
10.19^	KAYAK Insertion Order: IO03934, dated September 17, 2010, between the Company and Expedia UK.
10.20	Standard Terms and Conditions for Internet Advertising for Media Buys One Year or less v 2.0.
10.21	Form of Insertion Order under Standard Terms and Conditions for Internet Advertising for Media Buys One Year or less v 2.0.
10.22†*	Executive Employment Agreement, dated March 2, 2004, between the Company and Daniel Stephen Hafner.
10.23†*	First Amendment to Executive Employment Agreement and Restricted Stock Agreement, dated March 1, 2007, between the Company and Daniel Stephen Hafner.
10.24†*	Second Amendment to Executive Employment Agreement, dated June 26, 2008 between the Company and Daniel Stephen Hafner.
10.25†*	Executive Employment Agreement, dated March 2, 2004, between the Company and Paul M. English.
10.26†*	First Amendment to Executive Employment Agreement and Restricted Stock Agreement, dated March 1, 2007, between the Company and Paul M. English.
10.27†*	Second Amendment to Executive Employment Agreement, dated June 26, 2008, between the Company and Paul M. English.
10.28†*	Offer Letter, dated October 22, 2007, from the Company to Karen Ruzic Klein.
10.29†*	Offer Letter, dated April 9, 2009, from the Company to Robert M. Birge.
10.30†*	Offer Letter, dated September 30, 2009, from the Company to Melissa H. Reiter.
10.31†*	Stock Option Agreement, dated April 29, 2010, between the Company and Daniel Stephen Hafner.
10.32†*	Stock Option Agreement, dated April 29, 2010, between the Company and Paul M. English.
10.33†*	Stock Option Agreement, dated November 1, 2007, between the Company and Karen Ruzic Klein.
10.34†*	Option Amendment Agreement, dated July 7, 2009, between the Company and Karen Ruzic Klein.
10.35†*	Stock Option Agreement, dated October 1, 2010, between the Company and Karen Ruzic Klein.
10.36†*	Stock Option Agreement, dated May 19, 2009, between the Company and Robert M. Birge.
10.37†*	Stock Option Agreement, dated October 1, 2010, between the Company and Robert M. Birge.
10.38†*	Stock Option Agreement, dated February 11, 2010, between the Company and Melissa H. Reiter.

II-5

Exhibit No.	Description
10.39†*	Stock Option Agreement, dated October 1, 2010, between the Company and Melissa H. Reiter.
10.40†*	Stock Option Agreement, dated June 1, 2007, between the Company and Terrell B. Jones.
10.41†*	Stock Option Agreement, dated May 19, 2009, between the Company and Terrell B. Jones.
10.42†*	Stock Option Agreement, dated March 1, 2004, between the Company and Terrell B. Jones.
10.43†*	Stock Option Agreement, dated March 1, 2004, between the Company and Gregory E. Slyngstad.
10.44†*	Stock Option Agreement, dated June 1, 2007, between the Company and Gregory E. Slyngstad.
10.45†*	Stock Option Agreement, dated May 19, 2009, between the Company and Gregory E. Slyngstad.
10.46†*	Restricted Stock Agreement, dated as of March 2, 2004, by and between the Company and Paul M. English.
10.47†*	Restricted Stock Grant Agreement, dated as of March 15, 2007, between the Company and Paul M. English.
10.48†*	Restricted Stock Grant Agreement, dated as of February 11, 2010, between the Company and Paul M. English.
10.49†*	Restricted Stock Agreement, dated as of March 2, 2004, by and between the Company and Daniel Stephen Hafner.
10.50†*	Restricted Stock Grant Agreement, dated as of March 15, 2007, between the Company and Daniel Stephen Hafner.
10.51†*	Restricted Stock Grant Agreement, dated as of February 11, 2010, between the Company and Daniel Stephen Hafner.
10.52†*	Restricted Stock Grant Agreement, dated as of February 11, 2010, between the Company and Karen Ruzic Klein.
10.53†*	Restricted Stock Grant Agreement, dated as of February 11, 2010, between the Company and Robert M. Birge.
10.54†*	Director Indemnification Agreement, dated April 15, 2008, between the Company and Terrell B. Jones.
10.55†*	Director Indemnification Agreement, dated April 15, 2008, between the Company and Joel E. Cutler.
10.56†*	Director Indemnification Agreement, dated April 15, 2008, between the Company and Michael Moritz.
10.57†*	Director Indemnification Agreement, dated April 15, 2008, between the Company and Hendrik W. Nelis.
10.58†*	Director Indemnification Agreement, dated April 15, 2008, between the Company and Gregory E. Slyngstad.
10.59†*	Form of Indemnification Agreement between the Company and certain of its directors and executive officers, to be in effect upon completion of this offering.
10.60	Commencement Date Agreement, dated March 12, 2009, between the Company and Normandy Concord Acquisition, LLC.
14.1*	Code of Business Conduct and Ethics.
21.1	List of Subsidiaries.
23.1*	Form of Consent of Bingham McCutchen LLP (included in Exhibit 5.1).
23.2	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
24.1	Power of Attorney (included on signature page).

* To be filed by amendment.

† Indicates a management contract or compensatory plan or arrangement.

^ Portions of this exhibit have been omitted pursuant to a confidential treatment request. This information has been filed separately with the Securities and Exchange Commission.

II-6

(b) Financial Statement Schedules

Refer to the financial statement schedule provided on page F-27 of the prospectus. All other schedules have been omitted because the information required to be set forth therein is not applicable.

Item 17. Undertakings.

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denomination and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective.

(2) For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norwalk, State of Connecticut on November 17, 2010.

KAYAK SOFTWARE CORPORATION
By:	/s/ Daniel Stephen Hafner
Name:	Daniel Stephen Hafner
Title:	President, Chief Executive Officer and Director

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Kayak Software Corporation, hereby severally constitute and appoint Daniel Stephen Hafner and Paul M. English, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any other registration statement for the same offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities held on the dates indicated.

Signature	Title	Date
/s/    Daniel Stephen Hafner         Daniel Stephen Hafner	President and Chief Executive Officer and Director (Principal Executive Officer)	November 17, 2010
/s/    Melissa H. Reiter         Melissa H. Reiter	Vice President Finance (Principal Financial Officer and Accounting Officer)	November 17, 2010
/s/    Paul M. English         Paul M. English	Chief Technology Officer and Director	November 17, 2010
/s/    Joel E. Cutler         Joel E. Cutler	Director	November 17, 2010
/s/    Terrell B. Jones         Terrell B. Jones	Director	November 17, 2010
/s/    Michael Moritz         Michael Moritz	Director	November 17, 2010
/s/    Hendrik W. Nelis         Hendrik W. Nelis	Director	November 17, 2010
/s/    Gregory E. Slyngstad         Gregory E. Slyngstad	Director	November 17, 2010

Exhibit Index

Exhibit No.	Description
1.1*	Form of Underwriting Agreement.
3.1	Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
3.2	Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
3.3	Second Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
3.4	Third Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
3.5	Fourth Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
3.6	Fifth Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
3.7*	Form of Amended and Restated Certificate of Incorporation of the Company, to be in effect upon completion of the offering.
3.8	Amended and Restated By-Laws of the Company, as currently in effect.
3.9*	Form of Amended and Restated By-Laws of the Company, to be in effect upon completion of the offering.
4.1*	Form of Registrant’s Common Stock Certificate.
4.2	Fifth Amended and Restated Stock Restriction and Co-Sale Agreement, dated December 20, 2007, between the Company and the holders and investors named therein.
4.3	Sixth Amended and Restated Investor Rights Agreement, dated March 22, 2010, between the Company and the certain investors and founders named therein.
4.4	First Amendment to the Sixth Amended and Restated Investor Rights Agreement, dated October 1, 2010, between the Company and certain investors and founders named therein.
4.5	Stockholders’ Agreement, dated May 6, 2010, between the Company and the holders and investors named therein.
5.1*	Form of Opinion of Bingham McCutchen LLP.
10.1	2004 Stock Incentive Plan.
10.2	Third Amended and Restated 2005 Equity Incentive Plan, amended by First Amendment, dated January 31, 2008, Second Amendment, dated February 28, 2008, Third Amendment, dated August 27, 2008, Fourth Amendment, dated July 22, 2009, Fifth Amendment, dated December 9, 2009 and Sixth Amendment, dated September 17, 2010.
10.3*	Form of 2011 Equity Incentive Plan, to be in effect upon completion of the offering.
10.4^	Services Agreement, dated March 3, 2005, between the Company and ITA Software, Inc.
10.5^	Amendment to Services Agreement, dated July 18, 2007, between the Company and ITA Software, Inc.
10.6^	Letter Agreement, dated March 11, 2008, between the Company, SideStep, Inc. and ITA Software, Inc.
10.7^	Second Amendment to Services Agreement, dated January 1, 2009, between the Company and ITA Software, Inc.
10.8	Lease Agreement, dated August 7, 2008 between the Company and Jefferson at Maritime, L.P.
10.9	Office Lease Agreement, dated September 26, 2008, between the Company and Normandy Concord Acquisition, LLC.

Exhibit No.	Description
10.10*	Amended and Restated Promotion Agreement, dated April 23, 2009, between the Company and Orbitz Worldwide, LLC.
10.11	Letter Agreement, dated November 24, 2009 by Jefferson at Maritime L.P. to the Company.
10.12	Office Lease, dated November 25, 2009, between the Company and SPF Mathilda, LLC.
10.13*	Google Services Agreement between the Company and Google Inc.
10.14^	KAYAK Insertion Order: IO02703, dated December 16, 2009, between the Company and Expedia.
10.15^	KAYAK Insertion Order: IO03294, dated April 12, 2010, between the Company and Expedia.
10.16^	KAYAK Insertion Order: IO03886, dated August 31, 2010, between the Company and Expedia.
10.17^	KAYAK Insertion Order: IO03850, dated August 19, 2010, between the Company and Expedia UK.
10.18^	KAYAK Insertion Order: IO03927, dated September 16, 2010, between the Company and Expedia UK.
10.19^	KAYAK Insertion Order: IO03934, dated September 17, 2010, between the Company and Expedia UK.
10.20	Standard Terms and Conditions for Internet Advertising for Media Buys One Year or less v 2.0.
10.21	Form of Insertion Order under Standard Terms and Conditions for Internet Advertising for Media Buys One Year or less v 2.0.
10.22†*	Executive Employment Agreement, dated March 2, 2004, between the Company and Daniel Stephen Hafner.
10.23†*	First Amendment to Executive Employment Agreement and Restricted Stock Agreement, dated March 1, 2007, between the Company and Daniel Stephen Hafner.
10.24†*	Second Amendment to Executive Employment Agreement, dated June 26, 2008 between the Company and Daniel Stephen Hafner.
10.25†*	Executive Employment Agreement, dated March 2, 2004, between the Company and Paul M. English.
10.26†*	First Amendment to Executive Employment Agreement and Restricted Stock Agreement, dated March 1, 2007, between the Company and Paul M. English.
10.27†*	Second Amendment to Executive Employment Agreement, dated June 26, 2008, between the Company and Paul M. English.
10.28†*	Offer Letter, dated October 22, 2007, from the Company to Karen Ruzic Klein.
10.29†*	Offer Letter, dated April 9, 2009, from the Company to Robert M. Birge.
10.30†*	Offer Letter, dated September 30, 2009, from the Company to Melissa H. Reiter.
10.31†*	Stock Option Agreement, dated April 29, 2010, between the Company and Daniel Stephen Hafner.
10.32†*	Stock Option Agreement, dated April 29, 2010, between the Company and Paul M. English.
10.33†*	Stock Option Agreement, dated November 1, 2007, between the Company and Karen Ruzic Klein.
10.34†*	Option Amendment Agreement, dated July 7, 2009, between the Company and Karen Ruzic Klein.
10.35†*	Stock Option Agreement, dated October 1, 2010, between the Company and Karen Ruzic Klein.
10.36†*	Stock Option Agreement, dated May 19, 2009, between the Company and Robert M. Birge.
10.37†*	Stock Option Agreement, dated October 1, 2010, between the Company and Robert M. Birge.
10.38†*	Stock Option Agreement, dated February 11, 2010, between the Company and Melissa H. Reiter.
10.39†*	Stock Option Agreement, dated October 1, 2010, between the Company and Melissa H. Reiter.

Exhibit No.	Description
10.40†*	Stock Option Agreement, dated June 1, 2007, between the Company and Terrell B. Jones.
10.41†*	Stock Option Agreement, dated May 19, 2009, between the Company and Terrell B. Jones.
10.42†*	Stock Option Agreement, dated March 1, 2004, between the Company and Terrell B. Jones.
10.43†*	Stock Option Agreement, dated March 1, 2004, between the Company and Gregory E. Slyngstad.
10.44†*	Stock Option Agreement, dated June 1, 2007, between the Company and Gregory E. Slyngstad.
10.45†*	Stock Option Agreement, dated May 19, 2009, between the Company and Gregory E. Slyngstad.
10.46†*	Restricted Stock Agreement, dated as of March 2, 2004, by and between the Company and Paul M. English.
10.47†*	Restricted Stock Grant Agreement, dated as of March 15, 2007, between the Company and Paul M. English.
10.48†*	Restricted Stock Grant Agreement, dated as of February 11, 2010, between the Company and Paul M. English.
10.49†*	Restricted Stock Agreement, dated as of March 2, 2004, by and between the Company and Daniel Stephen Hafner.
10.50†*	Restricted Stock Grant Agreement, dated as of March 15, 2007, between the Company and Daniel Stephen Hafner.
10.51†*	Restricted Stock Grant Agreement, dated as of February 11, 2010, between the Company and Daniel Stephen Hafner.
10.52†*	Restricted Stock Grant Agreement, dated as of February 11, 2010, between the Company and Karen Ruzic Klein.
10.53†*	Restricted Stock Grant Agreement, dated as of February 11, 2010, between the Company and Robert M. Birge.
10.54†*	Director Indemnification Agreement, dated April 15, 2008, between the Company and Terrell B. Jones.
10.55†*	Director Indemnification Agreement, dated April 15, 2008, between the Company and Joel E. Cutler.
10.56†*	Director Indemnification Agreement, dated April 15, 2008, between the Company and Michael Moritz.
10.57†*	Director Indemnification Agreement, dated April 15, 2008, between the Company and Hendrik W. Nelis.
10.58†*	Director Indemnification Agreement, dated April 15, 2008, between the Company and Gregory E. Slyngstad.
10.59†*	Form of Indemnification Agreement between the Company and certain of its directors and executive officers, to be in effect upon completion of this offering.
10.60	Commencement Date Agreement, dated March 12, 2009, between the Company and Normandy Concord Acquisition, LLC.
14.1*	Code of Business Conduct and Ethics.
21.1	List of Subsidiaries.
23.1*	Form of Consent of Bingham McCutchen LLP (included in Exhibit 5.1).
23.2	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
24.1	Power of Attorney (included on signature page).

* To be filed by amendment.

† Indicates a management contract or compensatory plan or arrangement.

^ Portions of this exhibit have been omitted pursuant to a confidential treatment request. This information has been filed separately with the Securities and Exchange Commission.

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

KAYAK SOFTWARE CORPORATION

(Pursuant to Sections 242 and 245 of the

General Corporation Law of the State of Delaware)

Kayak Software Corporation, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

DOES HEREBY CERTIFY:

1): That the name of this corporation is Kayak Software Corporation, and that this corporation was originally incorporated pursuant to the General Corporation Law on January 14, 2004 under the name Travel Search Company, Inc.;

2): That the Board of Directors duly adopted resolutions proposing to amend and restate the Amended and Restated Certificate of incorporation of this corporation, declaring said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor;

3) That the Board of Directors of the Corporation directed that such amendment be submitted to the stockholders of the Corporation for their consent and approval and, in lieu of a meeting and vote of stockholders, the stockholders have given written consent to said amendment in accordance with the provisions of Section 228 of the Delaware General Corporation Law (the “DGCL”).

4) That said amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the DGCL; which resolutions and consent setting forth the proposed amendment and restatement is as follows:

RESOLVED, that the Amended and Restated Certificate of Incorporation of this corporation be amended and restated in its entirety to read as follows:

FIRST. The name of the Corporation (hereinafter called the “Corporation”) is: Kayak Software Corporation.

SECOND. The registered address of the Corporation within the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle. The name of the Corporation’s registered agent at such address is the Corporation Service Company.

THIRD. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful activity for which corporations may be organized under the General Corporation Law.

FOURTH. The Corporation is authorized to have two classes of shares, designated as Common Stock and Preferred Stock. The total number of shares of Common Stock which the Corporation is authorized to issue is 40,000,000 shares, and the par value of each of the shares of Common Stock is one tenth of one cent ($.001) (the “Common Stock”). The total number of shares of Preferred Stock which the Corporation is authorized to issue is 26,876,384 shares, and the par value of each of the shares of Preferred Stock is one tenth of one cent ($.001) (the “Preferred Stock”). A total of 6,600,000 shares of Preferred Stock shall be designated the “Series A Convertible Preferred Stock”, a total of 1,176,051 shares of Preferred Stock shall be designated “Series A-1 Convertible Preferred Stock”, a total of 4,989,308 shares of Preferred Stock shall be designated “Series B Convertible Preferred Stock”, a total of 2,138,275 shares of Preferred Stock shall be designated “Series B-1 Convertible Preferred Stock”, a total of 3,897,084 shares of Preferred Stock shall be designated “Series C Convertible Preferred Stock” and a total of 8,075,666 shares of Preferred Stock shall be designated “Series D Convertible Preferred Stock”. The Series A Convertible Preferred Stock and the Series A-1 Convertible Preferred Stock are sometimes referred to herein, collectively, as the “Series A Stock”, the Series B Convertible Preferred Stock and the Series B-1 Convertible Preferred Stock are sometimes referred to herein, collectively, as the “Series B Stock”, the Series A Stock, the Series B Stock, the Series C Convertible Preferred Stock and the Series D Convertible Preferred Stock are sometimes referred to herein, collectively, as the “Convertible Preferred Stock”, and the Convertible Preferred Stock and any other series of Preferred Stock hereinafter authorized are sometimes referred to herein, collectively, as the “Preferred Stock”.

The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

A. COMMON STOCK.

1. General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Convertible Preferred Stock and any other series of Preferred Stock as may be designated by the Board of Directors.

2. Voting. Each holder of the Common Stock is entitled to one vote for each share of Common Stock held on all matters on which such holder is entitled to vote. There shall be no cumulative voting.

The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the capital stock of the Corporation entitled to vote, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law.

3. Dividends. Subject to the restrictions and limitations set forth in this Certificate of Incorporation, dividends may be declared and paid on the Common Stock from funds lawfully available therefore if, as and when determined by the Board of Directors.

4. Liquidation. Upon a Liquidation Event (as defined below), holders of Common Stock will be entitled to receive all assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares of Common Stock that each such holder holds, subject to the preferential rights of any outstanding shares of Preferred Stock.

B. PREFERRED STOCK.

The Convertible Preferred Stock shall have the following rights, preferences, powers, privileges and restrictions, qualifications and limitations.

1. Voting.

1A.    General. Except as may be otherwise provided in these terms of Preferred Stock or by law, the Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock, Series B Convertible Preferred Stock, Series B-1 Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock shall vote together with all other classes and series of stock of the Corporation as a single class on all actions to be taken by the stockholders of the Corporation. Each share of Convertible Preferred Stock shall entitle the holder thereof to such number of votes per share of such stock on each such action as shall equal the number of shares of Common Stock (including fractions of a share) into which such share of Convertible Preferred Stock is then convertible.

1B.    Board Size. The Board of Directors of the Corporation shall be comprised of seven (7) directors; provided, however, that if the number of Preferred Directors is, from time to time, increased from four (4) to seven (7) pursuant to subparagraph 6C, the Board of Directors of the Corporation shall be comprised of nine (10) directors.

1C.    Board Seats.

    (a) The holders of the Series A Convertible Preferred Stock, voting separately as a class, shall be entitled to elect two (2) directors of the Corporation at any meeting (or in a written consent in lieu thereof) held for the purpose of electing directors (the “Series A Directors”). The number of Series A Directors may be increased to four (4) directors from time to time pursuant to subparagraph 6C. The holders of the Series C Convertible Preferred Stock, voting separately as a class, shall be entitled to elect one (1) director of the Corporation at any meeting (or in a written consent in lieu thereof) held for the purpose of electing directors (the “Series C Director”). The number of Series C Directors may be increased to two (2) directors from time to time pursuant to subparagraph 6C. The holders of the Series D Convertible Preferred Stock, voting separately as a class, shall be entitled to elect one (1) director of the Corporation at any meeting (or in a written consent in lieu thereof) held for the purpose of electing directors (the “Series D Director”; the Series A Directors, the Series C Director and the Series D Director are referred to collectively as the “Preferred Directors”) The holders of the Common Stock, voting separately as one class, shall be entitled to elect two (2) directors of the Corporation at any meeting (or in a written consent in lieu thereof) held for the purpose of

electing directors (the “Common Directors”). The holders of the Convertible Preferred Stock and the Common Stock, voting together as a single class, shall be entitled to elect the one (1) remaining director of the Corporation at any meeting (or in a written consent in lieu thereof) held for the purpose of electing directors (the “Remaining Director”).

    (b) At any meeting (or in a written consent in lieu thereof) held for the purpose of electing directors, the presence in person or by proxy (or the written consent) of (A) the holders of a majority of the shares of Series A Convertible Preferred Stock then outstanding shall constitute a quorum of the Series A Convertible Preferred Stock for the election of the Series A Directors (and, in the absence of such quorum, the holders of record of shares of Series A Convertible Preferred Stock representing a majority of the voting power present in person or by proxy of the Series A Convertible Preferred Stock shall have power to adjourn the meeting for the election of the Series A Directors without notice other than announcement at the meeting), (B) the holders of a majority of the shares of Series C Convertible Preferred Stock then outstanding shall constitute a quorum of the Series C Convertible Preferred Stock for the election of the Series C Director (and, in the absence of such quorum, the holders of record of shares of Series C Convertible Preferred Stock representing a majority of the voting power present in person or by proxy of the Series C Convertible Preferred Stock shall have power to adjourn the meeting for the ejection of the Series C Director without notice other than announcement at the meeting), (C) the holders of a majority of the shares of Series D Convertible Preferred Stock then outstanding shall constitute a quorum of the Series D Convertible Preferred Stock for the election of the Series D Director (and, in the absence of such quorum, the holders of record of shares of Series D Convertible Preferred Stock representing a majority of the voting power present in person or by proxy of the Series D Convertible Preferred Stock shall have power to adjourn the meeting for the election of the Series D Director without notice other than announcement at the meeting), (D) the holders of a majority of the shares of Common Stock then outstanding shall constitute a quorum of the Common Stock for the election of the Common Directors (and, in the absence of such quorum, the holders of record of shares of Common Stock representing a majority of the voting power present in person or by proxy of the Common Stock shall have power to adjourn the meeting for the election of the Common Directors without notice other than announcement at the meeting), and (E) the holders of a majority of the shares of Convertible Preferred Stock and Common Stock then outstanding (voting together as a single class and calculated on an as-converted to Common Stock basis) shall constitute a quorum for the election of the Remaining Director (and, in the absence of such quorum, the holders of record of shares of Convertible Preferred Stock and Common Stock, voting together as a single class on an as- converted to Common Stock basis, representing a majority of the voting power present in person or by proxy of the Convertible Preferred Stock and Common Stock, determined on an as- converted to Common Stock basis, shall have power to adjourn the meeting for the election of the Remaining Director without notice other than announcement at the meeting). At any such meeting or adjournment thereof, the absence of such a quorum of the Series A Convertible Preferred Stock, of the Series C Convertible Preferred Stock or of the Series D Convertible Preferred Stock shall not prevent the election of the Common Director; the absence of a quorum of the Common Stock, of the Series C Convertible Preferred Stock or of the Series D Convertible Preferred Stock shall not prevent the election of the Series A Directors; the absence of such a quorum of the Series A Convertible Preferred Stock, of the Series D Convertible Preferred Stock or of the Common Stock shall not prevent the election of the Series C Director; and the absence

of such a quorum of the Series A Convertible Preferred Stock, of the Series C Convertible Preferred Stock or of the Common Stock shall not prevent the election of the Series D Director.

    If there shall be a vacancy in the office of a director elected or to be elected by the holders of the outstanding shares of a specified class or classes of stock given the right to elect such director or directors pursuant to this subparagraph 1C (the “Specified Stock”), then a director to hold office for the unexpired term of such directorship may be elected solely by either: (i) a majority of the remaining director or directors (if any) in office that were so elected by the holders of such Specified Stock, by the affirmative vote of a majority of such directors (or by the sole remaining director elected by the holders of such Specified Stock if there be but one), or (ii) the required vote of holders of the shares of such Specified Stock specified in this subparagraph 1C that are entitled to elect such director (which, in the case of the Remaining Director, shall be a majority of the outstanding votes applicable to the Convertible Preferred Stock and Common Stock, voting together as a single class on an as-converted to Common Stock basis). The directors shall serve for terms extending from the date of their election and qualification until the time of the next succeeding annual meeting of stockholders and until their successors have been elected and qualified or until death, resignation or removal. Notwithstanding the foregoing, any director who shall have been elected to the Board of Directors by the holders of any Specified Stock, or by any director or directors elected by holders of any Specified Stock as provided above, may be removed during his or her term of office without cause by, and only by, the affirmative vote of shares representing a majority of all the outstanding shares of such Specified Stock entitled to vote for such director (which, in the case of the Remaining Directors, shall be a majority of the votes applicable to the outstanding Convertible Preferred Stock and Common Stock, voting together as a single class on an as- converted to Common Stock basis), given either at a meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders without a meeting, and any vacancy created by such removal may be filled only in the manner provided in this subparagraph 1C.

2. Dividends.

2A. Subject to subparagraph 4(b)(6), in the event the Board of Directors of the Corporation shall declare a dividend (other than a dividend payable in Common Stock) payable upon the then outstanding shares of the Common Stock of the Corporation, the Board of Directors shall declare at the same time a dividend upon the then outstanding shares of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock, Series B Convertible Preferred Stock, Series B-1 Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock, payable at the same time as the dividend paid on the Common Stock, in an amount per share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock, Series B Convertible Preferred Stock, Series B-1 Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock as would have been payable on the largest number of whole shares of Common Stock into which a share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock, Series B Convertible Preferred Stock, Series B-1 Convertible Preferred Stock, Series C Convertible Preferred Stock or Series D Convertible Preferred Stock, respectively, is convertible pursuant to the provisions of Paragraph 5 hereof as of the record date for the determination of holders of Common Stock entitled to receive such dividends. Except as set forth in the preceding provisions of this subparagraph 2A or in subparagraph 2B, (x) the dividend rights of each series

of Convertible Preferred Stock and of the Common Stock shall be pari passu, and (y) no dividend shall be declared or paid with respect to any series of Convertible Preferred Stock unless an equivalent dividend (determined on an as-converted to Common Stock basis) is declared or paid, as the case may be, on the shares of Common Stock and of each series of Convertible Preferred Stock.

2B. In addition to the dividends required to be paid to the holders of Convertible Preferred Stock pursuant to subparagraph 2A, (i) from and after the date of the issuance of any shares of Series A Convertible Preferred Stock, the holders of such shares of the Series A Convertible Preferred Stock shall be entitled to receive, out of funds legally available therefore, dividends at the rate per annum equal to 6% of the Series A Original Issue Price (as defined subparagraph 3A) per share (the “Series A Accruing Dividends”), (ii) from and after the date of the issuance of any shares of Series A-1 Convertible Preferred Stock, the holders of such shares of the Series A-1 Convertible Preferred Stock shall be entitled to receive, out of funds legally available therefore, dividends at the rate per annum equal to 6% of the Series A-1 Original Issue Price (as defined subparagraph 3A) per share (the “Series A-1 Accruing Dividends”), (iii) from and after the date of the issuance of any shares of Series B Convertible Preferred Stock, the holders of such shares of the Series B Convertible Preferred Stock shall be entitled to receive, out of funds legally available therefore, dividends at the rate per annum equal to 6% of the Series B Original Issue Price (as defined subparagraph 3A) per share (the “Series B Accruing Dividends”), (iv) from and after the date of the issuance of any shares of Series B-1 Convertible Preferred Stock, the holders of such shares of the Series B-1 Convertible Preferred Stock shall be entitled to receive, out of funds legally available therefore, dividends at the rate per annum equal to 6% of the Series B-1 Original Issue Price (as defined subparagraph 3A) per share (the “Series B-1 Accruing Dividends”), (v) from and after the date of the issuance of any shares of Series C Convertible Preferred Stock, the holders of such shares of the Series C Convertible Preferred Stock shall be entitled to receive, out of funds legally available therefore, dividends at the rate per annum equal to 6% of the Series C Original Issue Price (as defined subparagraph 3A) per share (the “Series C Accruing Dividends”) and (vi) from and after the date of the issuance of any shares of Series D Convertible Preferred Stock, the holders of such shares of the Series D Convertible Preferred Stock shall be entitled to receive, out of funds legally available therefore, dividends at the rate per annum equal to 6% of the Series D Original Issue Price (as defined subparagraph 3A) per share (the “Series D Accruing Dividends”). The Series A Accruing Dividends, the Series A-1 Accruing Dividends, the Series B Accruing Dividends, the Series B-1 Accruing Dividends, the Series C Accruing Dividends and the Series D Accruing Dividends are sometimes collectively referred to herein as the “Accruing Dividends”. Accruing Dividends shall accrue from day to day, whether or not declared, and shall be cumulative. Accruing Dividends shall be payable (a) upon a Liquidation Event pursuant to Paragraph 3, (b) upon the redemption of shares of Convertible Preferred Stock pursuant to Paragraph 6 or (c) as and if declared by the Board of Directors; provided, however, and except as provided in the foregoing clauses (a) through (c), the Corporation shall be under no obligation to pay the Accruing Dividends.

3. Liquidation, Dissolution and Winding-up.

3A.    Upon any liquidation, dissolution or winding up of the Corporation (a “Liquidation Event”), whether voluntary or involuntary, the holders of the shares of Convertible

Preferred Stock shall first be entitled, before any distribution or payment is made upon any stock ranking on liquidation junior to the Convertible Preferred Stock (including, without limitation, the Common Stock), to be paid (a) an amount per share of Series A Convertible Preferred Stock equal to (i) $1.00 per share of Series A Convertible Preferred Stock (as adjusted from time to time to reflect any stock split, stock dividend, reverse stock split or similar event affecting the Series A Convertible Preferred Stock, the “Series A Original Issue Price”) multiplied by 1.5, plus (ii) an amount equal to all Series A Accruing Dividends per share unpaid thereon (whether or not declared) and any other dividends per share declared but unpaid thereon (such aggregate amount described in clauses (i) and (ii) payable with respect to one share of Series A Convertible Preferred Stock being sometimes referred to as the “Series A Liquidation Preference Payment” and with respect to all shares of Series A Convertible Preferred Stock being sometimes referred to as the “Series A Liquidation Preference Payments”), (b) an amount per share of Series A-1 Convertible Preferred Stock equal to (i) $1.403 per share of Series A-1 Convertible Preferred Stock (as adjusted from time to time to reflect any stock split, stock dividend, reverse stock split or similar event affecting the Series A-1 Convertible Preferred Stock, the “Series A-1 Original Issue Price”) multiplied by 1.5, plus (ii) an amount equal to all Series A-1 Accruing Dividends per share unpaid thereon (whether or not declared) and any other dividends per share declared but unpaid thereon (such aggregate amount described in clauses (i) and (ii) payable with respect to one share of Series A-1 Convertible Preferred Stock being sometimes referred to as the “Series A-1 Liquidation Preference Payment” and with respect to all shares of Series A-1 Convertible Preferred Stock being sometimes referred to as the “Series A-1 Liquidation Preference Payments”), (c) an amount per share of Series B Convertible Preferred Stock equal to (i) $1.403 per share of Series B Convertible Preferred Stock (as adjusted from time to time to reflect any stock split, stock dividend, reverse stock split or similar event affecting the Series B Convertible Preferred Stock, the “Series B Original Issue Price”) multiplied by 1.5, plus (ii) an amount equal to all Series B Accruing Dividends per share unpaid thereon (whether or not declared) and any other dividends per share declared but unpaid thereon (such aggregate amount described in clauses (i) and (ii) payable with respect to one share of Series B Convertible Preferred Stock being sometimes referred to as the “Series B Liquidation Preference Payment” and with respect to all shares of Series B Convertible Preferred Stock being sometimes referred to as the “Series B Liquidation Preference Payments”), (d) an amount per share of Series B-1 Convertible Preferred Stock equal to (i) $1.403 per share of Series B-1 Convertible Preferred Stock (as adjusted from time to time to reflect any stock split, stock dividend, reverse stock split or similar event affecting the Series B-1 Convertible Preferred Stock, the “Series B-1 Original Issue Price”) multiplied by 1.5, plus (ii) an amount equal to all Series B-1 Accruing Dividends per share unpaid thereon (whether or not declared) and any other dividends per share declared but unpaid thereon (such aggregate amount described in clauses (i) and (ii) payable with respect to one share of Series B-1 Convertible Preferred Stock being sometimes referred to as the “Series B-1 Liquidation Preference Payment” and with respect to all shares of Series B-1 Convertible Preferred Stock being Sometimes referred to as the “Series B-1 Liquidation Preference Payments”), (e) an amount per share of Series C Convertible Preferred Stock equal to (i) $2.983 per share of Series C Convertible Preferred Stock (as adjusted from time to time to reflect any stock split, stock dividend, reverse stock split or similar event affecting the Series C Convertible Preferred Stock, the “Series C Original Issue Price”) multiplied by 1.5, plus (ii) an amount equal to all Series C Accruing Dividends per share unpaid thereon (whether or not declared) and any other dividends per share declared but unpaid thereon (such aggregate amount described in

clauses (i) and (ii) payable with respect to one share of Series C Convertible Preferred Stock being sometimes referred to as the “Series C Liquidation Preference Payment” and with respect to all shares of Series C Convertible Preferred Stock being sometimes referred to as the “Series C Liquidation Preference Payments”) and (f) an amount per share of Series D Convertible Preferred Stock equal to (i) $20.727 per share of Series D Convertible Preferred Stock (as adjusted from time to time to reflect any stock split, stock dividend, reverse stock split or similar event affecting the Series D Convertible Preferred Stock, the “Series D Original Issue Price”) multiplied by 1.5, plus (ii) an amount equal to all Series D Accruing Dividends per share unpaid thereon (whether or not declared) and any other dividends per share declared but unpaid thereon (such aggregate amount described in clauses (i) and (ii) payable with respect to one share of Series D Convertible Preferred Stock being sometimes referred to as the “Series D Liquidation Preference Payment” and with respect to all shares of Series D Convertible Preferred Stock being sometimes referred to as the “Series D Liquidation Preference Payments”). The Series A Liquidation Preference Payments, the Series A-1 Liquidation Preference Payments, the Series B Liquidation Preference Payments, the Series B-1 Liquidation Preference Payments, the Series C Liquidation Preference Payments and the Series D Liquidation Preference Payments are sometimes referred to collectively herein as the “Liquidation Preference Payments”. If upon such Liquidation Event, whether voluntary or involuntary, the assets to be distributed among the holders of Convertible Preferred Stock shall be insufficient to permit payment in full to the holders of Convertible Preferred Stock of the Liquidation Preference Payments, then the entire assets of the Corporation to be so distributed shall be distributed ratably among the holders of Convertible Preferred Stock in proportion to the portion of the aggregate Liquidation Preference Payments which each such holder would have received on the date of such Liquidation Event had the Liquidation Preference Payments been paid in full.

3B.    Upon any Liquidation Event, immediately after the holders of Convertible Preferred Stock shall have been paid in full the Liquidation Preference Payments, the remaining net assets of the Corporation available for distribution shall be distributed ratably among the holders of the then outstanding shares of Common Stock in proportion to the number of shares of Common Stock held by each holder on the date of such Liquidation Event.

3C.    If, in the case of any Liquidation Event, the amount which the holder of a share of Convertible Preferred Stock would, if such holder converted such share of Convertible Preferred Stock into Common Stock immediately prior to such Liquidation Event (or any applicable record date in connection with such Liquidation Event), be entitled to receive in respect of such share of Convertible Preferred Stock is greater than the aggregate amount which such holder would, if such holder did not so convert such share into Common Stock, be entitled to receive pursuant to subparagraph 3A in respect of such share of Convertible Preferred Stock, then such holder shall receive such greater amount in respect thereof pursuant to such transaction in full satisfaction of all amounts to which such holder is entitled in respect thereof pursuant to subparagraph 3A without first having so converted such share into Common Stock.

3D.    Written notice of any Liquidation Event stating a payment date and the place where said payments shall be made, shall be given by mail, postage prepaid, or by facsimile to non-U.S. residents, not less than 15 days prior to the payment date stated therein, to the holders of record of Convertible Preferred Stock, such notice to be addressed to each such holder at its address as shown by the records of the Corporation.

3E.     The (x) merger or consolidation of the Corporation with or into another entity (except for a merger or consolidation in which the shares of the Corporation outstanding immediately prior to the closing of such merger or consolidation (1) represent or are converted into shares of the surviving entity that represent at least a majority of the total number of shares of the surviving entity that are outstanding or are reserved for issuance immediately after the closing of the merger or consolidation arid (2) have the power to elect a majority of the surviving entity’s directors), (y) the sale or transfer by the Corporation of all or substantially all its assets, or (z) the acquisition in a single transaction or series of related transactions by any person or group of fifty percent (50%) or more of the Corporation’s shares of Common Stock (assuming the conversion of all outstanding shares of Convertible Preferred Stock), shall each be deemed to be a Liquidation Event within the meaning of the provisions of this Paragraph 3 (subject to the provisions of this Paragraph 3 and not the provisions of subparagraph 5G hereof, unless subparagraph 5G is elected in the following proviso); provided, however, that the holders of at least fifty-eight percent (58%) of the votes applicable to the then outstanding shares of Convertible Preferred Stock (voting together as a single class) (the “Requisite Holders”) shall have the right, on behalf of all holders of Convertible Preferred Stock, to elect the benefits of the provisions of subparagraph 5G in lieu of receiving payment in a Liquidation Event pursuant to this Paragraph 3.

3F.     Non-Cash Consideration.

3F(l) If any assets of the Corporation distributed to the stockholders or any consideration to be delivered to the stockholders upon any Liquidation Event are other than cash, then, subject to subparagraph 3F(2), the value of such assets or consideration shall be their fair market value, as determined by resolution of the Board of Directors of the Corporation, except that any securities to be distributed to the stockholders upon any Liquidation Event shall be valued as follows: (i) unless otherwise specified in a definitive agreement for the acquisition of the Corporation, if traded on a nationally recognized securities exchange or inter-dealer quotation system, the value of such securities shall be deemed to be the average of the closing prices of the securities on such exchange or system over the twenty-one (21) trading days (or all such trading days on which such securities have been traded if fewer than twenty-one (21) days) preceding the consummation of such Liquidation Event; (ii) if clause (i) does not apply but the securities are traded over-the-counter, then, unless otherwise specified in a definitive agreement for the acquisition of the Corporation, the value shall be deemed to be the average of the closing bid prices over the twenty-one (21) trading days (or all such trading days on which such securities have been traded if fewer than twenty-one (21) days) preceding the consummation of such Liquidation Event; and (iii) if there is no active public market, the value of such securities shall be, subject to subparagraph 3F(2), the fair market value thereof, as determined by resolution of the Board of Directors of the Corporation. The method of valuation of securities subject to any restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in clauses (i), (ii) or (iii) of this subparagraph 3F(1) to reflect the approximate fair market value thereof, as determined by resolution of the Board of Directors of the Corporation, subject to subparagraph 3F(2).

3F(2) Notwithstanding subparagraphs 3F(l) or 5D(5), at the election of the Requisite Holders, the fair market value of, in the case of subparagraph 3F(1), any non-cash assets or property payable to the stockholders upon a liquidation of the Corporation, or, in the

case of subparagraph 5D(5), the non-cash consideration payable to the Corporation upon the issuance of Common Stock, Options or Convertible Securities (the “Fair Market Value”) shall be determined through the following appraisal procedures. Within ten (10) days after the Corporation delivers notice to the stockholders of the proposed liquidation of the Corporation or the issuance of such additional securities, as the case may be, the Corporation and the Requisite Holders shall attempt in good faith to reach agreement on the Fair Market Value. If they are unable to reach agreement within such ten (10) day period, then, within five (5) days thereafter, the Corporation and the Requisite Holders shall agree on the selection of an independent appraiser. Such appraiser will have twenty (20) days in which to determine the Fair Market Value, and its determination thereof will be final and binding on all parties concerned. If the Corporation and the Requisite Holders are unable to reach an agreement as to an independent appraiser within five (5) days after the aforesaid ten (10) day period, then two appraisers will be appointed within five (5) days thereafter, one each by the Corporation and the Requisite Holders to determine the Fair Market Value. Each of the Corporation and the Requisite Holders will cause their appraiser to determine independently the Fair Market Value within twenty (20) days after the time of their appointment, if the lesser of the two appraised values so determined (the “Low Value”) exceeds or is equal to ninety percent (90%) of the value of the greater of the two appraised values (the “High Value”), the Fair Market Value will be deemed to be equal to the average of the two appraisals. If the Low Value is less than ninety percent (90%) of the High Value, the two appraisers will themselves appoint a third appraiser within ten (10) days after the two appraisals have been rendered. Such third appraiser will have twenty (20) days in which to determine independently the Fair Market Value. The median of the three (3) appraised values shall be binding on all parties concerned as the Fair Market Value.

4. Restrictions. (a) At any time when at least 50% of the shares of Series A-1 Convertible Preferred Stock issued by the Corporation are outstanding, except where the vote or written consent of the holders of a greater number of shares of the Corporation is required by law or by this Certificate of Incorporation, and in addition to any other vote required by law or this Certificate of Incorporation, without the written consent of the holders of a majority of the outstanding shares of Series A-1 Convertible Preferred Stock, given in writing or by a vote at a meeting, consenting or voting (as the case may be) separately as a series, the Corporation will not amend, alter or repeal any provision of its Certificate of Incorporation, by means of an amendment or waiver to the Certificate of Incorporation or by merger, consolidation, recapitalization or similar action, if such proposed amendment, alteration or repeal would alter or change the powers, preferences or special rights of the Series A-1 Convertible Preferred Stock so as to affect such powers, preferences or special rights adversely but shall not similarly affect the Series A Convertible Preferred Stock (treating numerical differences as similar to the extent such differences arise from differences in Applicable Conversion Prices, Series A Original Issue Price and the Series A-1 Original Issue Price, the number of shares of each series outstanding or other numerical differences between the Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock existing prior to such amendment, alteration or repeal). At any time when at least 33% of the shares of Series C Convertible Preferred Stock issued by the Corporation are outstanding, except where the vote or written consent of the holders of a greater number of shares of the Corporation is required by law or by this Certificate of Incorporation, and in addition to any other vote required by law or this Certificate of Incorporation, without the consent of the holders of at least 66 ²/3% of Series C Convertible Preferred Stock, given in writing or by a vote at a meeting, consenting or voting (as the case may be) separately as a series,

the Corporation will not amend, alter or repeal any provision of its Certificate of Incorporation if such proposed amendment, alteration or repeal would (i) alter or change the powers, preferences or special rights of the Series C Convertible Preferred Stock so as to affect such powers, preferences or special rights adversely but shall not similarly affect the other series of Convertible Preferred Stock or (ii) improve the powers, preferences or special rights of any other series of Convertible Preferred Stock but shall not similarly improve the powers, preferences and special rights of the Series C Convertible Preferred Stock (in the case of clause (i) or (ii), treating numerical differences as similar to the extent such differences are proportional differences arising from differences in Applicable Conversion Prices, applicable Original Issue Prices, the number of shares of each series outstanding or other numerical differences between the Series C Convertible Preferred Stock and such other series of Convertible Preferred Stock existing prior to such amendment, alteration or repeal). It is expressly understood that the rights granted to the holders of Series C Convertible Preferred Stock in this Section 4(a) are in addition to the rights granted to the holders of Series C Convertible Preferred Stock pursuant to Section 242(b) of the DGCL. At any time when at least 50% of the shares of Series D Convertible Preferred Stock issued by the Corporation are outstanding, except where the vote or written consent of the holders of a greater number of shares of the Corporation is required by law or by this Certificate of Incorporation, and in addition to any other vote required by law or this Certificate of Incorporation, without the consent of the holders of at least 66 2/3% of Series D Convertible Preferred Stock, given in writing or by a vote at a meeting, consenting or voting (as the case may be) separately as a series, the Corporation will not amend, alter or repeal any provision of its Certificate of Incorporation, by means of an amendment or waiver to the Certificate of Incorporation or by merger, consolidation, recapitalization or similar action, if such proposed amendment, alteration or repeal would alter or change the powers, preferences or special rights of the Series D Convertible Preferred Stock so as to affect such powers, preferences or special rights adversely but shall not similarly affect the other series of Convertible Preferred Stock (treating numerical differences as similar to the extent such differences arise from differences in Applicable Conversion Prices, applicable Original Issue Prices, the number of shares of each series outstanding or other numerical differences between the Series D Convertible Preferred Stock and such other series of Convertible Preferred Stock existing prior to such amendment, alteration or repeal).

(b) At any time when at least 5% of the shares of Convertible Preferred Stock issued by the Corporation are outstanding, except where the vote or written consent of the holders of a greater number of shares of the Corporation is required by law or by this Certificate of Incorporation, and in addition to any other vote required by law or this Certificate of Incorporation, without the written consent of the Requisite Holders, given in writing or by a vote at a meeting, consenting or voting (as the case may be) separately as a class, the Corporation will not, by means of an amendment to the Certificate of Incorporation or by merger, consolidation or otherwise:

(1)    Amend, alter or repeal any provision of its Certificate of Incorporation or By-laws;

(2)    Alter or change the rights, preferences or privileges of the Series A Convertible Preferred Stock, the Series A-1 Convertible Preferred Stock, the Series B

Convertible Preferred Stock, the Series B-1 Convertible Preferred Stock, the Series C Convertible Preferred Stock or the Series D Convertible Preferred Stock;

(3)    Create or authorize the creation of any additional class or series of shares of stock unless the same ranks junior to the Convertible Preferred Stock as to the distribution of assets on the liquidation, dissolution or winding up of the Corporation and with respect to the payment of dividends and redemption rights, or increase the authorized number of shares of Convertible Preferred Stock or increase the authorized number of shares of any other class or series of shares of stock unless the same ranks junior to the Convertible Preferred Stock as to the distribution of assets on the liquidation, dissolution or winding up of the Corporation and with respect to the payment of dividends and redemption rights, or create or authorize any obligation or security convertible into shares of any class or series of stock unless the same ranks junior to the Convertible Preferred Stock as to the distribution of assets on the liquidation, dissolution or winding up of the Corporation and with respect to the payment of dividends and redemption rights;

(4)    Consent to or consummate any Liquidation Event or any other merger in which the Corporation or any subsidiary corporation is a constituent corporation, or any other consolidation, liquidation, dissolution or winding up of the Corporation (other than the merger of a subsidiary of the Corporation with and into another entity on or prior to January 30, 2008 pursuant to arrangements approved by the Board of Directors on November 29, 2007);

(5)    Change the authorized number of directors of the Corporation, whether by amendment to this Certificate of Incorporation, the Bylaws of the Corporation or otherwise; or

(6)    Declare or pay any dividend or other distribution on any shares of Common Stock (other than dividends or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock) or purchase or redeem or set aside any sums for the purchase or redemption of, any shares of stock, except for (i) repurchases of Common Stock from employees, officers, directors or consultants at the original purchase price thereof pursuant to stock restriction agreements or other agreements, (ii) redemptions of shares of Convertible Preferred Stock pursuant to Paragraph 6 and (iii) repurchases of shares of Convertible Preferred Stock from employees or officers pursuant to arrangements approved by the Board of Directors, which approval shall include the affirmative vote or consent of a majority of the Preferred Directors.

5. Conversion of the Convertible Preferred Stock. The holders of shares of Convertible Preferred Stock shall have the following conversion rights:

5A.    Right to Convert. Subject to the terms and conditions of this Paragraph 5, the holder of any share or shares of Convertible Preferred Stock shall have the right, at its option at any time, to convert any such shares of Convertible Preferred Stock (except that upon any Liquidation Event the right of conversion shall terminate at the close of business on the business

day fixed for payment of the amounts distributable on the Convertible Preferred Stock) into such number of fully paid and nonassessable shares of Common Stock as is obtained (i) with respect to Series A Convertible Preferred Stock, by multiplying the number of shares of Series A Convertible Preferred Stock so to be converted by the Series A Original Issue Price and dividing the result by the conversion price of $1.00 per share or in case an adjustment of such price has taken place pursuant to the further provisions of this Paragraph 5, then by the conversion price as last adjusted and in effect at the date any share or shares of Series A Convertible Preferred Stock are surrendered for conversion (such price, or such price as last adjusted being referred to as the “Series A Conversion Price”), (ii) with respect to Series A-1 Convertible Preferred Stock, by multiplying the number of shares of Series A-1 Convertible Preferred Stock so to be converted by the Series A-1 Original Issue Price and dividing the result by the conversion price of $1.403 per share or in case an adjustment of such price has taken place pursuant to the further provisions of this Paragraph 5, then by the conversion price as last adjusted and in effect at the date any share or shares of Series A-1 Convertible Preferred Stock are surrendered for conversion (such price, or such price as last adjusted being referred to as the “Series A-1 Conversion Price”), (iii) with respect to Series B Convertible Preferred Stock, by multiplying the number of shares of Series B Convertible Preferred Stock so to be converted by the Series B Original issue Price and dividing the result by the conversion price of $1.403 per share or in case an adjustment of such price has taken place pursuant to the further provisions of this Paragraph 5, then by the conversion price as last adjusted and in effect at the date any share or shares of Series B Convertible Preferred Stock are surrendered for conversion (such price, or such price as last adjusted being referred to as the “Series B Conversion Price”), (iv) with respect to Series B-1 Convertible Preferred Stock, by multiplying the number of shares of Series B-1 Convertible Preferred Stock so to be converted by the Series B-1 Original Issue Price and dividing the result by the conversion price of $l.403 per share or in case an adjustment of such price has taken place pursuant to the further provisions of this Paragraph 5, then by the conversion price as last adjusted and in effect at the date any share or shares of Series B-1 Convertible Preferred Stock are surrendered for conversion (such price, or such price as last adjusted being referred to as the “Series B-1 Conversion Price”), (v) with respect to Series C Convertible Preferred Stock, by multiplying the number of shares of Series C Convertible Preferred Stock so to be converted by the Series C Original Issue Price and dividing the result by the conversion price of $2.983 per share or in case an adjustment of such price has taken place pursuant to the further provisions of this Paragraph 5, then by the conversion price as last adjusted and in effect at the date any share or shares of Series C Convertible Preferred Stock are surrendered for conversion (such price, or such price as last adjusted being referred to as the “Series C Conversion Price”) and (vi) with respect to Series D Convertible Preferred Stock, by multiplying the number of shares of Series D Convertible Preferred Stock so to be converted by the Series D Original Issue Price and dividing the result by the conversion price of $20.727 per share or in case an adjustment of such price has taken place pursuant to the further provisions of this Paragraph 5, then by the conversion price as last adjusted and in effect at the date any share or shares of Series D Convertible Preferred Stock are surrendered for conversion (such price, or such price as last adjusted being referred to as the “Series D Conversion Price”). As used herein, the term “Applicable Conversion Price” means the Series A Conversion Price with respect to Series A Convertible Preferred Stock, the Series A-1 Conversion Price with respect to the Series A-1 Convertible Preferred Stock, the Series B Conversion Price with respect to the Series B Convertible Preferred Stock, the Series B-1 Conversion Price with respect to the Series B-1 Convertible Preferred Stock, the Series C

Conversion Price with respect to Series C Convertible Preferred Stock, and the Series D Conversion Price with respect to Series D Convertible Preferred Stock, respectively. Such rights of conversion shall be exercised by the holder thereof by giving written notice that the holder elects to convert a stated number of shares of Convertible Preferred Stock into Common Stock and by surrender of a certificate or certificates for the shares so to be converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the holders of the Convertible Preferred Stock) at any time during its usual business hours on the date set forth in such notice, together with a statement of the name or names (with address) in which the certificate or certificates for shares of Common Stock shall be issued. Notwithstanding any other provisions hereof, if a conversion of Convertible Preferred Stock is to be made in connection with any transaction affecting the Corporation, the conversion of any shares of Convertible Preferred Stock, may, at the election of the holder thereof, be conditioned upon the consummation of such transaction, in which case such conversion shall not be deemed to be effective until such transaction has been consummated, subject in all events to the terms hereof applicable to such transaction.

5B.    Issuance of Certificates; Time Conversion Effected. Promptly after the receipt of the written notice referred to in subparagraph 5A and surrender of the certificate or certificates for the share or shares of Convertible Preferred Stock to be converted, the Corporation shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as such holder may direct, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such share or shares of Convertible Preferred Stock. To the extent permitted by law, such conversion shall be deemed to have been effected and the Applicable Conversion Price shall be determined as of the close of business on the date on which such written notice shall have been received by the Corporation and the certificate or certificates for such share or shares shall have been surrendered as aforesaid, and at such time the rights of the holder of such share or shares of Convertible Preferred Stock shall cease, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby.

5C.    Fractional Shares; Partial Conversion. No fractional shares shall be issued upon conversion of Convertible Preferred Stock into Common Stock (after aggregating all shares of Convertible Preferred Stock that are to be converted into Common Stock) by a holder and no payment or adjustment shall be made upon any such conversion with respect to any cash dividends previously payable on the Common Stock issued upon such conversion. If the number of shares of Convertible Preferred Stock represented by the certificate or certificates surrendered pursuant to subparagraph 5A exceeds the number of shares converted, the Corporation shall, upon such conversion, execute and deliver to the holder, at the expense of the Corporation, a new certificate or certificates for the number of shares of Convertible Preferred Stock represented by the certificate or certificates surrendered which are not to be converted. If any fractional share of Common Stock would, except for the provisions of the first sentence of this subparagraph 5C, be delivered upon such conversion, the Corporation, in lieu of delivering such fractional share, shall pay to the holder surrendering the Convertible Preferred Stock for conversion an amount in cash equal to the current market price of such fractional share as determined in good faith by the Board of Directors of the Corporation, and based upon the aggregate number of shares of Convertible Preferred Stock surrendered by any one holder.

5D.    Adjustment of Applicable Conversion Price Upon Issuance of Common Stock. Except as provided in subparagraphs 5E and 5F, if and whenever the Corporation shall issue or sell, or is, in accordance with subparagraphs 5D(1) through 5D(7), deemed to have issued or sold, any shares of Common Stock for a consideration per share less than an Applicable Conversion Price in effect immediately prior to the time of such issue or sale, then, forthwith upon such issue or sale, such Applicable Conversion Price shall be reduced to the price determined by dividing (a) an amount equal to the sum of (i) the number of shares of Common Stock outstanding immediately prior to such issue or sale (including, for this purpose, (i) shares of Common Stock issuable upon conversion of the Convertible Preferred Stock and (ii) shares of Common Stock issuable upon the exercise of outstanding Options (excluding unvested Options)) multiplied by such Applicable Conversion Price in effect immediately prior to such adjustment and (ii) the consideration, if any, received by the Corporation upon such issue or sale, by (b) an amount equal to the sum of (i) the total number of shares of Common Stock outstanding immediately prior to such issue or sale (including, for this purpose, (i) shares of Common Stock issuable upon conversion of the Convertible Preferred Stock and (ii) shares of Common Stock issuable upon the exercise of outstanding Options (excluding unvested Options)) and (ii) the total number of shares of Common Stock issuable in such issue or sale.

For purposes of this subparagraph 5D, the following subparagraphs 5D(1) through 5D(7) shall also be applicable:

5D(1) Issuance of Convertible Securities or Options. If the Corporation at any time or from time to time shall issue any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Stock (other than Options (as defined below)) (“Convertible Securities”) or any rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities (“Options”) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Convertible Securities or Options, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefore, the conversion or exchange of such Convertible Securities, shall be deemed to be additional shares Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.

5D(2) Change in Option Price or Conversion Rate.

(A) If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to an Applicable Conversion Price pursuant to the terms of subparagraph 5D above, are revised (either automatically pursuant the provisions contained therein or as a result of an amendment to such terms) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then, effective upon such increase or decrease becoming effective, such Applicable Conversion Price computed upon the original issue of such Option or

Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Applicable Conversion Price as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no adjustment pursuant to this subparagraph 5D(2)(A) shall have the effect of increasing an Applicable Conversion Price to an amount which exceeds the lesser of (i) such Applicable Conversion Price on the original adjustment date or (ii) the Applicable Conversion Price that would have resulted from any issuances or deemed issuances of any shares of Common Stock between the original adjustment date and such readjustment date.

(B) If the terms of any Option or Convertible Security, the issuance of which did not result in an adjustment to an Applicable Conversion Price pursuant to the terms of subparagraph 5D above (either because the consideration per share (determined pursuant to subparagraph 5D(5)) of the shares of Common Stock subject thereto was equal to or greater than such Applicable Conversion Price then in effect, or because such Option or Convertible Security was issued before the date that shares of the applicable series of Convertible Preferred Stock were first issued), are revised (either automatically pursuant the provisions contained therein or as a result of an amendment to such terms) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended, and the additional shares of Common Stock subject thereto (determined in the manner provided in subparagraph 5D(1) above) shall be deemed to have been issued effective upon such increase or decrease becoming effective. Notwithstanding the foregoing, and for the avoidance of doubt, no adjustment pursuant to this subparagraph 5D(2)(B) shall have the effect of increasing the Applicable Conversion Price.

(C) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to an Applicable Conversion Price pursuant to the terms of subparagraph 5D above, such Applicable Conversion Price shall be readjusted to such Applicable Conversion Price as would have obtained had such Option or Convertible Security never been issued. Notwithstanding the foregoing, and for the avoidance of doubt, no adjustment pursuant to this subparagraph 5D(2)(C) shall have the effect of increasing such Applicable Conversion Price to an amount which exceeds the lesser of (i) such Applicable Conversion Price on the original adjustment date or (ii) such Applicable Conversion Price that would have resulted from any issuances or deemed issuances of any shares of Common Stock between the original adjustment date and such readjustment date.

5D(3)    No Further Adjustments Upon Exercise or Conversion. Except as provided in subparagraph 5D(2), no adjustment in the Applicable Conversion Price shall be

made upon (a) the actual issuance of shares of Common Stock or Convertible Securities upon the exercise of Options or (b) the actual issuance of shares of Common Stock upon the conversion or exchange of Convertible Securities.

5D(4)    Stock Dividends. If the Corporation shall declare a dividend or make any other distribution upon any stock of the Corporation payable in Common Stock (except for the issue of stock dividends or distributions upon the outstanding Common Stock for which adjustment is made pursuant to subparagraph 5F), Options or Convertible Securities, any Common Stock, Options or Convertible Securities, as the case may be, issuable in payment of such dividend or distribution shall be deemed to have been issued or sold without consideration.

5D(5)    Consideration for Stock. If any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefore shall be deemed to be the amount received by the Corporation therefore, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. The consideration per share received by the Corporation for shares of Common Stock deemed to have been issued pursuant to this subparagraph 5D relating to Options and Convertible Securities, shall be determined by dividing (i) the total amount, if any, received or receivable by the Corporation as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by (ii) the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities. If any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall, subject to subparagraph 3F(2), be deemed to be the fair value of such consideration as determined by the Board of Directors in good faith, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. If any Options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined by the Board of Directors.

5D(6)    Record Date. If the Corporation shall take a record of the holders of its Common Stock for the purpose of entitling them (i) to receive a dividend or other distribution payable in Common Stock, Options or Convertible Securities or (ii) to subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if

such purchase is not fully made on the date fixed therefore, the Applicable Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter such Applicable Conversion Price shall be adjusted as of the time of actual payment of such dividends or the purchase of such securities

5D(7)    Treasury Shares. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Corporation, and the disposition of any such shares shall be considered an issue or sale of Common Stock for the purpose of this subparagraph 5D.

5E.    Certain Issues of Common Stock Excepted. Anything herein to the contrary notwithstanding, the Corporation shall not be required to make any adjustment of any Applicable Conversion Price in the case of the issuance of: (i) shares of Common Stock issuable upon conversion of the Convertible Preferred Stock; (ii) shares of Series A-1 Convertible Preferred Stock prior to May 22, 2006, (iii) Reserved Employee Shares (as defined below); (iv) shares of Common Stock issued as a dividend on the Preferred Stock; (v) shares of Common Stock issued pursuant to a Qualified Public Offering (as defined in subparagraph 5O(1)); (vi) equity securities (and/or options or warrants therefore) issued pursuant to the acquisition of another corporation or entity by the Corporation by consolidation, merger, purchase of all or substantially all of the assets, or other reorganization in which the Corporation acquires, in a single transaction or series of related transactions, all or substantially all of the assets of such other corporation (or a division thereof) or entity (or a division thereof) or fifty percent (50%) or more of the voting power of such other corporation or entity or fifty percent (50%) or more of the equity ownership of such other entity; provided that such transaction or series of transactions has been approved by the Board of Directors, which approval shall include the affirmative vote or consent of a majority of the Preferred Directors; (vii) equity securities (and/or options or warrants therefore) issued or issuable to parties providing the Corporation with equipment leases, real property leases, loans, credit lines, guaranties of indebtedness, cash price reductions or similar financing, or issuable to parties licensing technology or patents to the Corporation, parties licensing technology from the Corporation in connection with the development or commercialization of the Corporation’s products or services or collaborative partners; provided that each such transaction described in this clause (vii) is approved by the Board of Directors, which approval shall include the affirmative vote or consent of a majority of the Preferred Directors; (viii) shares of Common Stock issued by reason of a stock split or dividend on the Common Stock for which an adjustment of the Applicable Conversion Price has been made pursuant to Paragraph 5F; and (ix) up to 1,562,224 shares of Common Stock (and/or warrants therefore) issued or issuable pursuant to the terms of the Interactive Marketing and Comparison Travel Functionality Platform Agreement, dated as of November 10, 2004, by and between the Corporation and America Online, Inc., as amended. As used herein, “Reserved Employee Shares” shall mean up to 5,364,496 shares of Common Stock (appropriately adjusted to reflect an event described in subparagraph 5F hereof) reserved by the Corporation for (i) the sale or issuance of shares of Common Stock to employees, consultants or non-employee directors of the Corporation or (ii) the issuance and/or exercise of options to purchase Common Stock granted to employees, consultants or non-employee directors of the Corporation, all pursuant to arrangements approved by the Board of Directors, which approval shall include the affirmative vote or consent of a majority of the Preferred Directors.

5F. Subdivision or Combination of Common Stock. If the Corporation shall at any time after December 21, 2007 subdivide (by any stock split, stock dividend or otherwise) its outstanding shares of Common Stock into a greater number of shares, each Applicable Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and, conversely, in case the outstanding shares of Common Stock shall be combined into a smaller number of shares (by reverse stock split or otherwise), each Applicable Conversion Price in effect immediately prior to such combination shall be proportionately increased.

5G. Reorganization or Reclassification. If any capital reorganization, reclassification, recapitalization, consolidation, merger, sale of all or substantially all of the Corporation’s assets or other similar transaction (any such transaction being referred to herein as an “Organic Change”) shall be effected in such a way that holders of Common Stock shall be entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock and if the holders of Convertible Preferred Stock do not elect pursuant to Paragraph 3 to treat such Organic Change as a Liquidation Event, then, as a condition of such Organic Change, lawful and adequate provisions shall be made whereby each holder of a share or shares of Convertible Preferred Stock shall thereupon have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore receivable upon the conversion of such share or shares of Convertible Preferred Stock such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock immediately theretofore receivable upon such conversion had such Organic Change not taken place, and in any case of a reorganization or reclassification appropriate provisions shall be made with respect to the rights and interests of such holder to the end that the provisions hereof (including without limitation provisions for adjustments of the Applicable Conversion Price) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of such conversion rights.

5H. Notice of Adjustment. Upon any adjustment of an Applicable Conversion Price, then and in each such case the Corporation shall give written notice thereof, by first class mail, postage prepaid, by overnight courier or by facsimile transmission to non-U.S. residents, addressed to each holder of shares of Convertible Preferred Stock at the address of such holder as shown on the books of the Corporation, which notice shall state the Applicable Conversion Price resulting from such adjustment, setting forth in reasonable detail the method upon which such calculation is based.

5I. Other Notices. If at any time:

(1) the Corporation shall declare any dividend upon its Common Stock payable in cash or stock or make any other distribution to the holders of its Common Stock;

(2) the Corporation shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or other rights;

(3) there shall be any capital reorganization or reclassification of the capital stock of the Corporation, or a consolidation or merger of the Corporation with or into, or a sale of all or substantially all its assets to, another entity or entities; or

(4) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Corporation;

then, in any one or more of said cases, the Corporation shall give, by first class mail, postage prepaid, by overnight courier or by facsimile transmission to non-U.S. residents, addressed to each holder of any shares of Preferred Stock at the address of such holder as shown on the books of the Corporation, (a) at least 15 days prior written notice of the date on which the books of the Corporation shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least 15 days prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto and such notice in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be.

5J. Stock to be Reserved. The Corporation will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon the conversion of Preferred Stock as herein provided, such number of shares of Common Stock as shall then be issuable upon the conversion of all outstanding shares of Preferred Stock. The Corporation covenants that all shares of Common Stock which shall be so issued shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. The Corporation will take all such action as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement of any national securities exchange upon which the Common Stock may be listed.

5K. No Reissuance of Convertible Preferred Stock. Shares of Preferred Stock which are converted into shares of Common Stock as provided herein shall not be reissued.

5L. Issue Tax. The issuance of certificates for shares of Common Stock upon Preferred Stock shall be made without charge to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance arid delivery of any certificate in a name other than that of the holder of the Preferred Stock which is being converted.

5M. Closing of Books. The Corporation will at no time close its transfer books against the transfer of any shares of Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Preferred Stock, in any manner which interferes

with the timely conversion of such Preferred Stock except as may otherwise be required to comply with applicable securities laws.

5N. Definition of Common Stock. As used in this Paragraph 5, the term “Common Stock” shall mean and include the Corporation’s authorized Common Stock, par value $.00l per share, as constituted on the date of filing of this Amended and Restated Certificate of Incorporation, and shall also include any capital stock of any class of the Corporation thereafter authorized which shall neither be limited to a fixed sum or percentage of par value in respect of the rights of the holders thereof to participate in dividends nor entitled to a preference in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation; provided that the shares of Common Stock receivable upon conversion of shares of Preferred Stock shall include only shares designated as Common Stock of the Corporation on the date of filing of this instrument, or in case of any reorganization or reclassification of the outstanding shares thereof, the stock, securities or assets provided for in subparagraph 5G.

5O. Mandatory Conversion.

5O(1) Qualified Public Offering; Election of Holders. All outstanding shares of Convertible Preferred Stock shall automatically convert to shares of Common Stock (i) upon the closing of a firm commitment underwritten public offering of shares of Common Stock in which (A) the aggregate gross proceeds from such offering to the Corporation is at least $25,000,000 and (B) the price per share paid by the public for such shares is at least $31.09 (appropriately adjusted to reflect the occurrence of any event described in subparagraph 5F) (a “Qualified Public Offering”) or (ii) upon the election (given in writing or by a vote at a meeting) of both (A) the Requisite Holders and (B) for so long as the Founder Group holds shares of capital stock of the Corporation representing at least fourteen percent (14%) of the outstanding capital stock of the Corporation (calculated on an as-converted to Common Stock basis and including, for this purpose, shares of Common Stock issuable upon the exercise of outstanding Options and Convertible Securities), either Daniel Stephen Hafner or Paul English; provided however that the Series D Convertible Preferred Stock shall not automatically convert to shares of Common Stock pursuant to this clause (ii) unless such election also includes the election of the holders of at least 66 ²/3% of Series D Convertible Preferred Stock. “Founder Group” shall mean Daniel Stephen Hafner, Paul English, any spouse, former spouse, ancestor or descendent of Daniel Stephen Hafner or Paul English, or any trust established for the benefit of any of the foregoing.

5O(2) Conversion Procedures.

(a) All holders of record of shares of Convertible Preferred Stock shall be given written notice of the date of the mandatory conversion occurring pursuant to subparagraph 5O(1) (the “Mandatory Conversion Date”) and of the place designated for mandatory conversion of such shares of Preferred Stock pursuant to this subparagraph 5O. Such notice need not be given in advance of the occurrence of the Mandatory Conversion Date. Such notice shall be sent by first class or registered mail, postage prepaid, or overnight courier or given by electronic communication in compliance with the provisions of the General Corporation Law, to each record holder of Convertible Preferred Stock. Upon receipt of such notice, each

holder of shares of Convertible Preferred Stock shall surrender his or its certificate or certificates for all such shares subject to conversion to the Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which such holder is entitled pursuant to this Paragraph 5. On the Mandatory Conversion Date, all shares of Preferred Stock subject to conversion on such date shall be deemed to have been converted into shares of Common Stock which shall be deemed to be outstanding of record, and all rights with respect to the shares of Preferred Stock so converted will terminate, except only the rights of the holders [hereof, upon surrender of their certificate or certificates therefore, to receive certificates for the number of shares of Common Stock into which such Preferred Stock has been converted, and payment of any declared but unpaid dividends thereon, if so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion Date and the surrender of the certificate or certificates for Preferred Stock, the Corporation shall cause to be issued and delivered to such holder, or on his or its written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and cash as provided in subparagraph 5C in respect of any fraction of a share of Common Stock otherwise issuable upon such conversion.

(b) All certificates evidencing shares of Preferred Stock which are required to be surrendered for conversion in accordance with the provisions hereof shall, from and after the Mandatory Conversion Date be deemed to have been retired and cancelled and the shares of Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date. Such converted Preferred Stock shall be retired and cancelled and shall not be reissued, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly.

6. Redemption. The shares of Convertible Preferred Stock shall be redeemed as follows:

6A. Optional Redemption. The Corporation shall not have the right to call or redeem at any time all or any shares of Convertible Preferred Stock. The Requisite Holders may, by giving notice (the “Notice”) to the Corporation at any time after December 21, 2012, require the Corporation to redeem all of the outstanding shares of Convertible Preferred Stock in three equal annual installments (the date of each such redemption, a “Redemption Date”). After receipt of the Notice, the Corporation shall fix the first date for redemption (the “First Redemption Date”), provided that the First Redemption Date shall occur within one hundred twenty (120) days after receipt of the Notice. The second and third redemption dates shall occur on the first and second anniversaries of the First Redemption Date, respectively.

6B. Redemption Price and Payment. The Convertible Preferred Stock to be redeemed on a Redemption Date shall be redeemed by paying for each share in cash an amount equal to: (1) with respect to a share of Series A Convertible Preferred Stock, the Series A Original Issue Price plus an amount equal to all Series A Accruing Dividends per share unpaid thereon (whether or not declared) and any other dividends per share declared but unpaid thereon;

(ii) with respect to a share of Series A-1 Convertible Preferred Stock, the Series A-1 Original Issue Price plus an amount equal to all Series A-1 Accruing Dividends per share unpaid thereon (whether or not declared) and any other dividends per share declared but unpaid thereon; (iii) with respect to a share of Series B Convertible Preferred Stock, the Series B Original Issue Price plus an amount equal to all Series B Accruing Dividends per share unpaid thereon (whether or not declared) and any other dividends per share declared but unpaid thereon; (iv) with respect to a share of Series B-1 Convertible Preferred Stock, the Series B-1 Original Issue Price plus an amount equal to all Series B-1 Accruing Dividends per share unpaid thereon (whether or not declared) and any other dividends per share declared but unpaid thereon; (v) with respect to a share of Series C Convertible Preferred Stock, the Series C Original Issue Price plus an amount equal to all Series C Accruing Dividends per share unpaid thereon (whether or not declared) and any other dividends per share declared but unpaid thereon; and (vi) with respect to a share of Series D Convertible Preferred Stock, the Series D Original Issue Price plus an amount equal to all Series D Accruing Dividends per share unpaid thereon (whether or not declared) and any other dividends per share declared but unpaid thereon (each, the “Applicable Redemption Price”). Such payment shall be made in full on each of the Redemption Dates to the holders entitled thereto. All holders of Convertible Preferred Stock shall deliver to the Corporation during regular business hours, at the office of any transfer agent of the Corporation for the Convertible Preferred Stock or at the principal office of the Corporation or at such other place as may be designated by the Corporation, the certificate or certificates for the Convertible Preferred Stock to be redeemed on the applicable Redemption Date to the Corporation before or within a reasonable time after such Redemption Date.

6C. Redemption Mechanics. At least 20 but not more than 30 days prior to a Redemption Date, written notice (the “Redemption Notice”) shall be given by the Corporation by mail, postage prepaid, by overnight courier or by facsimile transmission to non-U.S. residents, to each holder of record (at the close of business on the business day next preceding the day on which the Redemption Notice is given) of shares of Convertible Preferred Stock notifying such holder of the redemption and specifying the Applicable Redemption Prices, the Redemption Date and the place where said Applicable Redemption Prices shall be payable. The Redemption Notice shall be addressed to each holder at its address as shown by the records of the Corporation. From and after the close of business on such Redemption Date, unless there shall have been a default in the payment of the Applicable Redemption Prices, all rights of holders of the shares of Convertible Preferred Stock to be redeemed on the Redemption Date (except the right to receive the Applicable Redemption Price) shall cease with respect to such shares, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever. If the funds of the Corporation legally available for redemption of shares of Convertible Preferred Stock on the Redemption Date are insufficient to redeem the total number of outstanding shares of Convertible Preferred Stock to be redeemed on the Redemption Date, the holders of shares of Convertible Preferred Stock shall share ratably in any funds legally available for redemption of such shares according to the respective amounts which would be payable with respect to the full number of shares owned by them if all such outstanding shares were redeemed in full. If the Corporation for any reason shall fail to redeem the total number of outstanding shares of Convertible Preferred Stock to be redeemed on the Redemption Date, then, and until such redemption shall have been made in full, the number of Series A Directors that may be elected by the holders of the Series A Convertible Preferred Stock, voting as a separate series, pursuant to subparagraph 1C(a) shall be increased from two (2) to

four (4) and the number of Series C Directors that may be elected by the holders of the Series C Convertible Preferred Stock, voting as a separate series, pursuant to subparagraph 1C(a) shall be increased from one (1) to two (2). The shares of Convertible Preferred Stock not redeemed shall remain outstanding and entitled to all rights and preferences provided herein. At any time thereafter when additional funds of the Corporation are legally available for the redemption of such shares of Convertible Preferred Stock such funds will be used, no later than the end of the next succeeding fiscal quarter, to redeem the balance of such shares, or such portion thereof for which funds are then legally available, on the basis set forth above.

6D. Redeemed or Otherwise Acquired Shares to be Retired. Any shares of Convertible Preferred Stock redeemed pursuant to this Paragraph 6 or otherwise acquired by the Corporation in any manner whatsoever shall be canceled and shall not under any circumstances be reissued; and the Corporation may from time to time take such appropriate corporate action as may be necessary to reduce accordingly the number of authorized shares of Convertible Preferred Stock.

7. Corporate Opportunity. In the event that a director of the Corporation who is also a partner or employee of a holder of Preferred Stock acquires knowledge of a potential transaction or matter which may be a corporate opportunity for both the Corporation and such holder of Preferred Stock, such director shall to the fullest extent permitted by law have fully satisfied and fulfilled his fiduciary duty with respect to such corporate opportunity, and the Corporation to the fullest extent permitted by law waives any claim that such business opportunity constituted a corporate opportunity that should have been presented to the Corporation or any of its affiliates, if such director acts in a manner consistent with the following policy: a corporate opportunity offered to any person who is a director of the Corporation, and who is also a partner or employee of a holder of Preferred Stock shall belong to such holder of Preferred Stock, unless such opportunity was offered to such person in his or her capacity as a director of the Corporation.

FIFTH.         The Corporation is to have perpetual existence.

SIXTH.        In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware:

A. Subject to the restrictions set forth in this Amended and Restated Certificate of Incorporation, the Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the By-Laws of the Corporation.

B. Elections of directors need not be by written ballot unless the By-Laws of the Corporation shall so provide.

C. The books of the Corporation may be kept at such place within or without the State of Delaware as the By-Laws of the Corporation may provide or as may be designated from time to time by the Board of Directors of the Corporation.

SEVENTH.    To the fullest extent permitted by law, no director of the Corporation shall be personally liable for monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, if the General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a director, then the

liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law, as so amended. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

EIGHTH.        The Corporation shall provide indemnification as follows:

1. Actions, Suits and Proceedings Other than by or in the Right of the Corporation. The Corporation shall indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

2. Actions or Suits by or in the Right of the Corporation. The Corporation shall indemnify any Indemnitee who was or is a party to or threatened to be made a party to any threatened, pending or completed action or Suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if Indemnitee acted in good faith and in a mariner which Indenmitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made under this Paragraph 2 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation, unless, and only to the extent, that the Court of Chancery of the State of Delaware shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such

expenses (including attorneys’ fees) which the Court of Chancery of the State of Delaware shall deem proper.

3. Indemnification for Expenses Successful Party. Notwithstanding any other provisions of this Article, to the extent that an Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Paragraphs 1 and 2 of this Article EIGHTH, or in defense of any claim, issue or matter therein, or on appeal from any such action, suit or proceeding, Indemnitee shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by or on behalf of Indemnitee in connection therewith. Without limiting the foregoing, if any action, suit or proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo contendere by Indemnitee, (iv) an adjudication that Indemnitee did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that Indemnitee had reasonable cause to believe his conduct was unlawful, Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

4. Notification and Defense of Claim. As a condition precedent to an Indernnitee’s right to be indemnified, such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to Indemnitee. After notice from the Corporation to Indemnitee of its election so to assume such defense, the Corporation shall not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection with such action, suit, proceeding or investigation, other than as provided below in this Paragraph 4. Indemnitee shall have the right to employ his or her own counsel in connection with such action, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Corporation, (ii) counsel to Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and Indemnitee in the conduct of the defense of such action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article. The Corporation shall not be entitled, without the Consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify Indemnitee under this Article EIGHTH for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without hidemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

5. Advance of Expenses. Subject to the provisions of Paragraph 6 of this Article EIGHTH, in the event that the Corporation does not assume the defense pursuant to Paragraph 4 of this Article EIGHTH of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, any expenses (including attorneys’ fees) incurred by or on behalf of an Indemnitee in defending an action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; provided, however, that the payment of such expenses incurred by or on behalf of Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment.

6. Procedure for Indemnification. in order to obtain indemnification or advancement of expenses pursuant to Paragraph 1, 2, 3 or 5 of this Article EIGHTH, an Indemnitee shall submit to the Corporation a written request. Any such advancement of expenses shall be made promptly, and in any event within 30 days after receipt by the Corporation of the written request of Indemnitee, unless the Corporation determines within such 30-day period that Indemnitee did not meet the applicable standard of conduct Set forth in Paragraph 1, 2 or 5 of this Article EIGHTH, as the case may be. Any such indemnification, unless ordered by a court, shall be made with respect to requests under Paragraph 1 or 2 only as authorized in the specific case upon a determination by the Corporation that the indemnification of Indemnitee is proper because Indemnitee has met the applicable standard of conduct set forth in Paragraph 1 or 2, as the case may be. Such determination shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel acceptable to the Indemnitee and the Corporation (who may, if agreed and to the extent permitted by law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation.

7. Remedies. The right to indemnification or advancement of expenses as granted by this Article shall be enforceable by Indemnitee in any court of competent jurisdiction. Unless otherwise required by law, the burden of proving that the Indemnitee is not entitled to indemnification or advancement of expenses under this Article EIGHTH shall be on the Corporation. Neither the failure of the Corporation to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation pursuant to Paragraph 6 of this Article EIGHTH that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee’s expenses (including attorneys’ fees) reasonably incurred in connection with successfully establishing Indemnitee’s right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation.

8. Limitations. Notwithstanding anything to the contrary in this Article, the Corporation shall not indemnify an Indemnitee to the extent such Indemnitee is reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to an Indemnitee and such Indemnitee is subsequently reimbursed from the proceeds of insurance, Indemnitee shall promptly refund such indemnification payments to the Corporation to the extent of such insurance reimbursement.

9. Subseqent Amendment. No amendment, termination or repeal of this Article or of the relevant provisions of the General Corporation Law or any other applicable laws shall affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.

10. Other Rights. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which an lndemnitee seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), agreement or vote of stockholders or disinterested directors or otherwise, both as to action in Indemnitee’s official capacity and as to action in any other capacity while holding office for the Corporation, and shall continue as to an Indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of lndemnitee. Nothing contained in this Article shall be deemed to prohibit, and the Corporation is specifically authorized to enter into, agreements with officers and directors providing indemnification rights and procedures different from those set forth in this Article. In addition, the Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article.

11. Partial Indemnification. If an Indemnitee is entitled under any provision of this Article to indemnification by the Corporation for some or a portion of the expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with any action, suit, proceeding or investigation and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement to which Indemnitee is entitled.

12. Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) against any expense, liability or loss incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law.

13. Savings Clause. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses (including attorneys’ fees), judgments, fines and amounts

paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

14. Definitions. Terms used herein and defined in Section 145(h) and Section 145(i) of the General Corporation Law shall have the respective meanings assigned to such terms in such Section 145(h) and Section 145(i).

15. Subsequent Legislation. If the General Corporation Law is amended after adoption of this Article to expand further the indemnification permitted to Indemnitees, then the Corporation shall indemnify such persons to the fullest extent permitted by the General Corporation Law, as so amended.

16. Merger or Consolidation. If the Corporation is merged into or consolidated with another corporation and the Corporation is not the surviving corporation, the surviving corporation shall assume the obligations of the Corporation under this Article with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the date of such merger or consolidation.

NINTH:          The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, subject to all rights conferred on stockholders or others hereunder.

IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been executed by the undersigned this 20th day of December, 2007.

KAYAK SOFTWARE CORPORATION

/s/ Daniel Stephen Hafner

Name: Daniel Stephen Hafner

Title: President

EX-3.2

Exhibit 3.2

AMENDMENT TO

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

KAYAK SOFTWARE CORPORATION

Kayak Software Corporation, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

DOES HEREBY CERTIFY:

1): That the name of this corporation is Kayak Software Corporation, and that this corporation was originally incorporated pursuant to the General Corporation Law on January 14, 2004 under the name Travel Search Company, Inc.;

2): That the Board of Directors duly adopted resolutions proposing to amend the Amended and Restated Certificate of Incorporation of this corporation, declaring said amendment to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor;

3) That the Board of Directors of the Corporation directed that such amendment be submitted to the stockholders of the Corporation for their consent and approval and, in lieu of a meeting and vote of stockholders, the stockholders have given written consent to said amendment in accordance with the provisions of Section 228 of the Delaware General Corporation Law (the “DGCL”).

4) That said amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the DGCL; which resolutions and consent setting forth the proposed amendment and restatement is as follows:

RESOLVED, that the Amended and Restated Certificate of Incorporation of this corporation be amended to delete the number “5,364,496” appearing in Section B.5E of Article Fourth thereof and replacing such number with “6,614,496”.

[The remainder of this page is intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, this Amendment to Amended and Restated Certificate of Incorporation has been executed by the undersigned this 15th day of April, 2008.

KAYAK SOFTWARE CORPORATION

/s/ Daniel Stephen Hafner

Name: Daniel Stephen Hafner

Title: President

EX-3.3

Exhibit 3.3

SECOND AMENDMENT TO

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

KAYAK SOFTWARE CORPORATION

(Pursuant to Sections 242 of the

General Corporation Law of the State of Delaware)

Kayak Software Corporation, a corporation organized and existing under and by virtue of the provisions of the Genera) Corporation Law of the State of Delaware (the “General Corporation Law”),

DOES HEREBY CERTIFY:

1): That the name of this corporation is Kayak Software Corporation, and that this corporation was originally incorporated pursuant to the General Corporation Law on January 14, 2004 under the name Travel Search Company, Inc.;

2): That the Board of Directors duly adopted resolutions proposing to amend the Amended and Restated Certificate of Incorporation of this corporation, declaring said amendment to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor;

3) That the Board of Directors of the Corporation directed that such amendment be submitted to the stockholders of the Corporation for their consent and approval and, in lieu of a meeting and vote of stockholders, the stockholders have given written consent to said amendment in accordance with the provisions of Section 228 of the Delaware General Corporation Law (the “DGCL”).

4) That said amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the DGCL; which resolutions and consent setting forth the proposed amendment and restatement is as follows:

RESOLVED, that the Amended and Restated Certificate of Incorporation of this corporation be amended to delete the number “6,614,496” appearing in Section B.5E of Article Fourth thereof and replacing such number with “7,814,496”.

[The remainder of this page is intentionally left blank Signature page follows.]

IN WITNESS WHEREOF, this Amendment to Amended and Restated Certificate of Incorporation has been executed by the undersigned this 16th day of October, 2008.

KAYAK SOFTWARE CORPORATION

/s/ Daniel Stephen Hafner

Name: Daniel Stephen Hafner

Title: President

EX-3.4

Exhibit 3.4

THIRD AMENDMENT TO

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

KAYAK SOFTWARE CORPORATION

(Pursuant to Sections 242 of the

General Corporation Law of the State of Delaware)

Kayak Software Corporation, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

DOES HEREBY CERTIFY:

1): That the name of this corporation is Kayak Software Corporation, and that this corporation was originally incorporated pursuant to the General Corporation Law on January 14, 2004 under the name Travel Search Company, Inc.;

2): That the Board of Directors duly adopted resolutions proposing to amend the Amended and Restated Certificate of Incorporation of this corporation, declaring said amendment to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor;

3) That the Board of Directors of the Corporation directed that such amendment be submitted to the stockholders of the Corporation for their consent and approval and, in lieu of a meeting and vote of stockholders, the stockholders have given written consent to said amendment in accordance with the provisions of Section 228 of the Delaware General Corporation Law (the “DGCL”).

4) That said amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the DGCL; which resolutions and consent setting forth the proposed amendment and restatement is as follows:

RESOLVED, that the Amended and Restated Certificate of Incorporation of this corporation be amended to delete the number “7,814,496” appearing in Section B.5E of Article Fourth thereof and replacing such number with “8,214,496”.

IN WITNESS WHEREOF, this Amendment to Amended and Restated Certificate of Incorporation has been executed by the undersigned this 22nd day of July, 2009.

KAYAK SOFTWARE CORPORATION

/s/ Daniel Stephen Hafner

Name: Daniel Stephen Hafner

Title: President

EX-3.5

Exhibit 3.5

FOURTH AMENDMENT TO

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

KAYAK SOFTWARE CORPORATION

(Pursuant to Sections 242 of the

General Corporation Law of the State of Delaware)

Kayak Software Corporation, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

DOES HEREBY CERTIFY:

1): That the name of this corporation is Kayak Software Corporation, and that this corporation was originally incorporated pursuant to the General Corporation Law on January 14, 2004 under the name Travel Search Company, Inc.;

2): That the Board of Directors duly adopted resolutions proposing to amend the Amended and Restated Certificate of Incorporation of this corporation, declaring said amendment to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor;

3) That the Board of Directors of the Corporation directed that such amendment be submitted to the stockholders of the Corporation for their consent and approval and, in lieu of a meeting and vote of stockholders, the stockholders have given written consent to said amendment in accordance with the provisions of Section 228 of the Delaware General Corporation Law (the “DGCL”).

4) That said amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the DGCL; which resolutions and consent setting forth the proposed amendment and restatement is as follows:

RESOLVED, that the Amended and Restated Certificate of Incorporation of this corporation be amended to delete the number “40,000,000” appearing in the first paragraph of Article Fourth thereof and replacing such number with “45,000,000”.

RESOLVED, that the Amended and Restated Certificate of Incorporation of this corporation be amended to delete the number “8,214,496” appearing in Section B.5E of Article Fourth thereof and replacing such number with “10,000,000”.

[The remainder of this page is intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, this Amendment to Amended and Restated Certificate of Incorporation has been executed by the undersigned this 19th day of January, 2010.

KAYAK SOFTWARE CORPORATION

/s/ Daniel Stephen Hafner

Name: Daniel Stephen Hafner

Title: President

STATE OF DELAWARE

WAIVER OF REQUIREMENT

FOR AFFIDAVIT OF EXTRAORDINARY CONDITION

It appears to the Secretary of State that an earlier effort to deliver this instrument and tender such taxes and fess was made in good faith on the file date stamped hereto. The Secretary of State has determined that an extraordinary condition (as reflected in the records of the Secretary of State) existed at such date and time and that such earlier effort was unsuccessful as a result of the existence of such extraordinary condition, and that such actual delivery and tender were made within a reasonable period (not to exceed two business days) after the cessation of such extraordinary condition and establishes such date and time as the filing date of such instrument.

Jeffrey W. Bullock

Jeffrey W. Bullock

Secretary of State

EX-3.6

Exhibit 3.6

FIFTH AMENDMENT TO

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

KAYAK SOFTWARE CORPORATION

(Pursuant to Sections 242 of the

General Corporation Law of the State of Delaware)

Kayak Software Corporation, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

DOES HEREBY CERTIFY:

1): That the name of this corporation is Kayak Software Corporation, and that this corporation was originally incorporated pursuant to the General Corporation Law on January 14, 2004 under the name Travel Search Company, Inc.;

2): That the Board of Directors duly adopted resolutions proposing to amend the Amended and Restated Certificate of Incorporation of this corporation, declaring said amendment to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor;

3) That the Board of Directors of the Corporation directed that such amendment be submitted to the stockholders of the Corporation for their consent and approval and, in lieu of a meeting and vote of stockholders, the stockholders have given written consent to said amendment in accordance with the provisions of Section 228 of the Delaware General Corporation Law (the “DGCL”).

4) That said amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the DGCL; which resolutions and consent setting forth the proposed amendment and restatement is as follows:

RESOLVED, that the Amended and Restated Certificate of Incorporation of this Corporation be amended to delete the number “10,000,000” appearing in Section B.5E of Article Fourth thereof and replacing such number with “12,000,000”.

[The remainder of his page is intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF. this Amendment to Amended and Restated Certificate of incorporation has been executed by the undersigned this 1st day of October, 2010.

KAYAK SOFTWARE CORPORATION

/s/ Daniel Stephen Hafner

Name: Daniel Stephen Hafner

Title: President

EX-3.8

Exhibit 3.8

AMENDED AND RESTATED

BY-LAWS

OF

KAYAK SOFTWARE CORPORATION

ARTICLE I

Offices

Registered Offices; Other Offices. Kayak Software Corporation (the Corporation shall at all times maintain a registered office within the State of Delaware. The Corporation may have such other offices, either within or outside of the State of Delaware, as the business of the Corporation may require from time to time.

ARTICLE II

Stockholders

SECTION 2.1. Annual Meeting. An annual meeting of the stockholders shall be held on the first Tuesday of May of each year, or on such other date as may be determined by resolution of the Board of Directors of the Corporation (the “Board of Directors”); provided, however, that if in any year such date is a legal holiday, such meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders shall elect directors to hold office for the term provided in Section 3.1 of these By-laws.

SECTION 2.2. Special Meeting. A special meeting of the stockholders may be called by the President of the Corporation, the Board of Directors, or by such other officers or persons as the Board of Directors may designate. In addition, unless otherwise required by the laws of the State of Delaware, any Series A Director or Series C Director (as such terms are defined in the Certificate of Incorporation of the Corporation) may call a special meeting of the stockholders.

SECTION 2.3. Place of Stockholders Meetings. The Board of Directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting. If no such place is designated by the Board of Directors, the place of meeting will be the principal business office of the Corporation. Notwithstanding the foregoing, the Board of Directors may, in its sole discretion, determine that the meeting shall not be held in any place, but may instead be held solely by means of electronic or telephonic communication, upon such guidelines as the Board of Directors shall determine; provided however that such-guidelines are consistent with Section 211 of the General Corporation Law of the State of Delaware, as the same may be from time to time amended.

SECTION 2.4. Notice of Meetings. (a) Unless waived as herein provided, whenever stockholders are required or permitted to take any action at a meeting, notice of the meeting shall be given in writing or by electronic transmission stating the place if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Such written or electronic notice shall be given not less than ten (10) days nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at the meeting or in the event of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of all or substantially all of the Corporation’s property, business or assets not less than twenty (20) days before the date of the meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at the stockholder’s address as it appears on the records of the Corporation. If notice is given by facsimile transmission, notice is deemed to be given when directed to a number at which the stockholder has consented to receive notice. If notice is given by electronic mail, notice is deemed to be given when directed to an electronic mail address at which the stockholder has consented to receive notice or if notice is given by posting on an electronic network together with separate notice to the stockholder of such specific posting notice is deemed to be given upon the later of (a) such posting arid (b) the giving of such separate notice. If notice is given by any other means of electronic transmission, notice is deemed to be given when directed to the stockholder.

(b) Notwithstanding the foregoing, notice given to stockholders by e-mail, facsimile or other electronic transmission shall be effective provided that notice is given by a form of e-mail, facsimile or other electronic transmission consented to by the stockholders to whom the notice is given. Any such consent is revocable by the stockholder by written notice to the Corporation. Consent shall be deemed to be given by any stockholder that provides an e-mail, facsimile or other electronic transmission address to the Corporation. Any such consent shall be deemed to be revoked if (i) the Corporation is unable to deliver two consecutive notices by e-mail, facsimile or electronic transmission and (ii) such inability becomes known to the corporate secretary, any assistant secretary or the transfer agent or such other person responsible for giving notice, provided however that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

(c) When a meeting is adjourned to another time or place, if any, in accordance with Section 2.5 of these By-laws, notice need not be given of the adjourned meeting if the time and place, if any, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and voting at such adjourned meeting are announced at the meeting in which the adjournment is taken. At the adjourned meeting, the Corporation may conduct any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 2.5. Quorum and Adjourned Meetings. Unless otherwise provided by law or the Corporation’s Certificate of Incorporation, a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders. Unless

otherwise provided by law or the Corporation’s Certificate of Incorporation, if less than a majority of the shares entitled to vote at a meeting of stockholders is present in person or represented by proxy at such meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting. The stockholders present at a meeting may continue to transact business until adjournment, notwithstanding the withdrawal of such number of stockholders as may leave less than a quorum.

SECTION 2.6. Fixing of Record Date. (a) For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice-is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) For the purpose of determining stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is established by the Board of Directors, and which date shall not be more than ten (10) days after the date on which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal office, or an officer or agent of the Corporation having custody of the book in which the proceedings of meetings of stockholders are recorded. Delivery to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c) For the purpose of determining the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect to any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix the record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed,

the record date for determining the stockholders for any such purpose shall be the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

SECTION 2.7.Voting List. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Unless otherwise required by law, the Corporation shall not be required to include electronic mail or other electronic contact information in such list of stockholders. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the place of the meeting during the whole time thereof, and may be inspected by any stockholder that is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

SECTION 2.8. Voting. Unless otherwise provided by the Certificate of Incorporation, (i) each stockholder shall be entitled to one vote for each share of capital stock held by each stockholder, (ii) in all, matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, and (iii) directors shall be elected by plurality of the votes of the shares present in person or represented by a proxy at the meeting entitled to vote on the election of directors.

SECTION 2.9. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may remain irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.

SECTION 2.10. Ratification of Acts of Directors and Officers. Except as otherwise provided by law or by the Certificate of Incorporation of the Corporation, any transaction or contract or act of the Corporation or of the directors or the officers of the Corporation may be ratified by the affirmative vote of the holders of the number of shares which would have been necessary to approve such transaction, contract or act at a meeting of stockholders, or by the written consent of stockholders in lieu of a meeting.

SECTION 2.11. Informal Action of Stockholders. (a) Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. In the event that the action which is consented to is such as would have required the filing of a certificate with any governmental body, if such action had been voted on by stockholders at a meeting thereof, the certificate filed shall state, in lieu of any statement required by law concerning any vote of stockholders, that written consent has been given in accordance with the provisions of Section 228 of the Delaware General Corporation Law, and that written notice has been given as provided in such section.

(b) A telegram, cablegram, facsimile or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram, facsimile, or other electronic transmission sets forth or is delivered with information from which the corporation can determine (i) that the telegram, cablegram, facsimile or other electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (ii) the date on which such stockholder or proxy holder or authorized person or persons transmitted such telegram, cablegram, facsimile or electronic transmission. The date on which such telegram, cablegram, facsimile or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram, facsimile or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram, facsimile or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded, if, to the extent and in the manner provided by resolution of the Board of Directors.

(c) Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

SECTION 2.12. Organization. Such person as the Board of Directors may designate or, in the absence of such a designation, the President of the Corporation or, in his or her absence,

such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of such meeting. In the absence of the Secretary of the Corporation, the chairman of the meeting shall appoint a person to serve as secretary at the meeting.

ARTICLE III

DIRECTORS

SECTION 3.1. Number and Tenure of Directors. The number of directors shall be determined in the manner provided in the Certificate of Incorporation. Each director shall hold office until the next annual meeting of stockholders such and director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Any director may resign at any time upon written notice to the Corporation. Such notice may be given either in writing or by means of electronic transmission.

SECTION 3.2. Election of Directors. Directors shall be elected at the annual meeting of stockholders, except as provided in Section 3.9 of these By-laws, in the manner provided in the Certificate of Incorporation.

SECTION 3.3. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and in such place as shall from time to time be determined by the Board or the Board may determine that the meeting shall not be held in any place, but by means of remote communication.

SECTION 3.4. Annual Meetings. The first meeting of each newly elected Board of Directors shall be held immediately following the adjournment of the annual meeting of stockholders at the same place as such annual meeting, and no notice of such meeting shall be necessary to the newly elected directors in order to legally constitute the meeting, provided that a quorum shall be present. In the event that such meeting is not held at the time and place, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver of notice signed by all of the directors.

SECTION 3.5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, a majority of the number of directors constituting the whole board or, unless otherwise required by the laws of the State of Delaware, any Series A Director or Series C Director. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board of Directors called by them, or such person or persons may determine that the meeting shall not be held in any place, but by means of remote communication, provided however, that no special meeting of the Board of Directors may be held by means of remote communication if the Board of Directors does not permit regular meetings of the Board of Directors to be held by means of remote communication.

SECTION 3.6. Notice of Special Meetings of the Board of Directors. Notice of any special meeting of the Board of Directors shall be given at least two (2) days prior to the special meeting either in writing or by electronic transmission to each director at his or her address. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with first-class postage thereon prepaid. If sent by e-mail or other electronic transmission, such notice shall be deemed to be given upon direction to the e-mail or other electronic address of record of the director. If sent by any other means (including facsimile, courier, or express mail, or the like) such notice shall be deemed to be delivered when actually delivered to the home or business address of the director.

SECTION 3.7. Quorum. A majority of the total number of directors fixed by these By-laws, or in the absence of a By-Law which fixes the number of directors, the number stated in the Certificate of Incorporation or named by the incorporators, shall constitute a quorum for the transaction of business. If less than a majority of the directors are present at a meeting of the Board of Directors, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 3.8. Voting. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the Delaware General Corporation Law or the Certificate of Incorporation requires a vote of a greater number.

SECTION 3.9. Vacancies. Any vacancies or newly created directorships in the Board of Directors shall be filled in the manner provided in the Certificate of Incorporation.

SECTION 3.10. Removal of Directors. Except as required by the laws of the State of Delaware, a director, or the entire Board of Directors, may be removed in the manner provided in the Certificate of Incorporation.

SECTION 3.11. Informal Action of Directors. Unless otherwise restricted by the Certificate of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such filings shall be in paper form if the minutes are maintained in paper form and in electronic form if the minutes are maintained in electronic form.

SECTION 3.12. Participation by Conference Telephone. Members of the Board of Directors, or any committee designated by such board, may participate in a meeting of the Board of Directors, or committee thereof, by means of conference telephone or other communications equipment as long as all persons participating in the meeting can speak with and hear each other, and participation by a director pursuant to this Section 3.12 shall constitute presence in person at such meeting.

ARTICLE IV

WAIVER OF NOTICE

SECTION 4.1. Written Waiver of Notice. A written waiver of any required notice, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the date stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of stockholders, directors or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission.

SECTION 4.2. Attendance as Waiver of Notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, and objects at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE V

COMMITTEES

SECTION 5. General Provisions. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Series A Directors may serve on any committee designated by the Board, including, without limitation, any compensation or audit committee. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member at any meeting of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease, or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-laws of the Corporation; and, unless the resolution so provides, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger, pursuant to Section 253 of the Delaware General Corporation Law. Any member of any committee appointed by the Board of Directors or

the entire membership of such committee, may be removed, with or without cause, by the vote of a majority of the Board of Directors.

ARTICLE VI

OFFICERS

SECTION 6.1. General Provisions. The Board of Directors shall elect a President, a Secretary and a Treasurer of the Corporation. The Board of Directors may also elect a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers and such additional officers as the Board of Directors may deem necessary or appropriate from time to time. Any two or more offices may be held by the same person. The officers elected by the Board of Directors shall have such duties as are hereafter described and such additional duties as the Board of Directors may from time to time prescribe.

SECTION 6.2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at the regular meeting of the Board of Directors held after each annual meeting of the stockholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as may be convenient. New offices of the Corporation may be created and filled and vacancies in offices may be filled at any time, at a meeting or by the written consent of the Board of Directors. Unless removed pursuant to Section 6.3 of these By-laws, each officer shall hold office until his successor has been duly elected and qualified, or until his earlier death or resignation. Election or appointment of an officer or agent shall not of itself create contract rights.

SECTION 6.3. Removal of Officers. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person(s) so removed.

SECTION 6.4. The Chief Executive Officer. The Chief Executive Officer, if one is chosen, shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation, unless otherwise provided by the Board of Directors. If the Board of Directors has not elected a Chairman from among its members, the Chief Executive Officer shall preside at all meetings of the stockholders and of the Board of Directors. The Chief Executive Officer shall see that orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer may sign bonds, mortgages, certificates for shares and all other contracts and documents whether or not under the seal of the Corporation except in cases where the signing and execution thereof shall be expressly delegated by law, by the Board of Directors or by these By-laws to some other officer or agent of the Corporation. The Chief Executive Officer shall have general powers of supervision and shall be the final arbiter of all differences between officers of the Corporation and his decision as to any matter affecting the Corporation shall be final and binding as between the officers of the Corporation subject only to the Board of Directors.

SECTION 6.5. The President. The President shall be the chief operating officer of the Corporation and as such shall have the active management of the business of the Corporation under the general supervision of the Chief Executive Officer. The President shall have concurrent power with the Chief Executive Officer to sign bonds, mortgages, certificates for shares and other contracts and documents, whether or not under the seal of the Corporation except in cases where the signing and execution thereof shall be expressly delegated by law, by the Board of Directors, or by these By-laws to some other officer or agent of the Corporation. In general, the President shall perform all duties incident to the office of president and such other duties as the Chief Executive Officer or the Board of Directors may from time to time prescribe.

SECTION 6.6. The Chairman of the Board. The Chairman of the Board, if one is chosen, shall be chosen from among the members of the board. The Chairman of the Board shall perform such duties as may be assigned to the Chairman of the Board by the Chief Executive Officer or by the Board of Directors.

SECTION 6.7. The Vice President. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Executive Vice President and then the other Vice President or Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall perform such other duties and have such other powers as the Chief Executive Officer or the Board of Directors may from time to time prescribe.

SECTION 6.8. The Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer, under whose supervision he shall be. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

SECTION 6.9. The Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Chief Executive Officer or the Board of Directors may from time to time prescribe.

SECTION 6.10. The Treasurer. The Treasurer shall have the custody of the corporate

funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond (which shall be renewed every six (6) years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

SECTION 6.11. The Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Chief Executive Officer or the Board of Directors may from time to time prescribe.

SECTION 6.12. Duties of Officers May be Delegated. In the absence of any officer of the Corporation, or for any other reason the Board of Directors may deem sufficient, the Board of Directors may delegate the powers or duties, or any of such powers or duties, of any officers or officer to any other officer or to any director.

SECTION 6.13. Compensation. The Board of Directors shall have the authority to establish reasonable compensation of all officers for services to the Corporation.

ARTICLE VII

CERTIFICATES FOR SHARES

SECTION 7.1. Certificates of Shares. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the Corporation by the Chairman of the Board of Directors, the Chief Executive Officer, the President or any Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation representing the number of shares registered in certificate form. Any or all the signatures on the certificate may be a facsimile.

SECTION 7.2. Signatures of Former Officer, Transfer Agent or Registrar. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person or entity were such officer, transfer agent or registrar at the date of issue.

SECTION 7.3. Transfer of Shares. Transfers of shares of the Corporation shall be made only on the books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of certificate for such shares. Prior to due presentment of a certificate for shares for registration of transfer, the Corporation may treat a registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise have and exercise all of the right and powers of an owner of shares.

SECTION 7.4. Lost, Destroyed or Stolen Certificates. Whenever a certificate representing shares of the Corporation has been lost, destroyed or stolen, the holder thereof may file in the office of the Corporation an affidavit setting forth, to the best of his knowledge and belief, the time, place, and circumstance of such loss, destruction or theft together with a statement of indemnity sufficient in the opinion of the Board of Directors to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate. Thereupon the Board may cause to be issued to such person or such person’s legal representative a new certificate or a duplicate of the certificate alleged to have been lost, destroyed or stolen. In the exercise of its discretion, the Board of Directors may waive the indemnification requirements provided herein.

ARTICLE VIII

DIVIDENDS

SECTION 8. Dividends. The Board of Directors of the Corporation may declare and pay dividends upon the shares of the Corporation’s capital stock in any form determined by the Board of Directors, in the manner and upon the terms and conditions provided by law.

ARTICLE IX

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 9.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

SECTION 9.2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 9.3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by one or more officers or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 9.4. Deposits. The funds of the Corporation may be deposited or invested in such bank account, in such investments or with such other depositaries as determined by the Board of Directors.

ARTICLE X

AMENDMENTS

SECTION 11. Amendments. These By-laws may be amended or repealed by the Board of Directors or by the stockholders of the Corporation.

EX-4.2

Exhibit 4.2

EXECUTION VERSION

FIFTH AMENDED AND RESTATED

STOCK RESTRICTION AND CO-SALE AGREEMENT

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 herein as the “Stockholders”.

WITNESSETH:

WHEREAS, the Holders currently own shares of the Company’s Common Stock, par value $.00l per share (the “Common Stock”) and the Purchaser Warrants (as defined below); and

WHEREAS, certain of the Investors have heretofore purchased from the Company an aggregate of (i) six million six hundred thousand (6,600,000) shares of the Company’s Series A Convertible Preferred Stock, par value $.001 per share (the “Series A Stock”), (ii) one million one hundred seventy six thousand fifty one (1,176,051) shares of the Company’s Series A-1 Convertible Preferred Stock, par value $.001 per share (the “Series A-1 Stock”, and collectively with the Series A Stock, the “Series A Preferred Stock”), (iii) four million nine hundred eighty nine thousand three hundred eight (4,989,308) shares of the Company’s Series B Convertible Preferred Stock, par value $.00l per share (the “Series B Stock”), (iv) two million one hundred thirty eight thousand two hundred seventy five (2,138,275) shares of the Company’s Series B-1 Convertible Preferred Stock, par value $.001 per share (the “Series B-1 Stock”, and collectively with the Series B Stock, the “Series B Preferred Stock”), and three million eight hundred fifty five thousand one hundred eighty (3,855,180) shares of the Company’s Series C Convertible Preferred Stock, par value $.00l per share (the “Series C Stock”);

WHEREAS, certain of the Investors have heretofore entered into a Fourth Amended and Restated Stock Restriction and Co-Sale Agreement, dated as of May 22, 2006 (together with all exhibits thereto, the “Prior Agreement”), in connection with a certain Series C Convertible Stock Purchase Agreement dated as of May 22, 2006, by and among certain of the Investors and the Company pursuant to which the Company issued the Series C Stock to such Investors;

WHEREAS, the Company has agreed to issue to certain Investors up to an aggregate of eight million eight thousand eight hundred forty two (8,008,842) shares of the Company’s Series D Convertible Preferred Stock, par value $.001 per share (the “Series D

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Stock”, and collectively with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Stock, the “Convertible Preferred Stock”), pursuant to a certain Series D Convertible Preferred Stock Purchase Agreement dated as of the date hereof, by and among certain of the Investors and the Company (the “Purchase Agreement”); and

  WHEREAS, the Company, the Holders and the Investors have mutually agreed to amend and restate the Prior Agreement in its entirety.

NOW, THEREFORE, for good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Company, the Holders and the Investors hereby agree to amend and restate the Prior Agreement in its entirety as follows:

1.        Prohibited Transfers. The Holders shall not sell, assign, transfer, pledge, hypothecate, mortgage or dispose of, by gift or otherwise, or in any way encumber, all or any part of the Shares (as hereinafter defined) owned by them except in compliance with the terms of this Agreement. For purposes of this Agreement, the term “Shares” shall mean and include all shares of Common Stock (excluding shares of Common Stock issued upon conversion of the Convertible Preferred Stock) and the Warrants to purchase shares of Common Stock issued or issuable pursuant to the terms of the Interactive Marketing Agreement between the Company and America Online, Inc. dated as of November 10, 2004 (the “Purchaser Warrants”). The Company shall not transfer on its books any Shares which are subject to this Agreement unless the provisions hereof have been complied with in full. Any purported transfer by a Holder of Shares without full compliance with the provisions of this Agreement shall be null and void.

2.        Right of First Refusal on Dispositions by the Holders. If at any time any Holder wishes to sell, assign, transfer or otherwise dispose of any or all Shares owned by such Holder pursuant to the terms of a bona fide offer received from a third party, such Holder shall submit a written offer to sell such Shares to the Company and the Investors on terms and conditions, including price, not less favorable to the Company and the Investors than those on which such Holder proposes to sell such Shares to such third party (the “Offer”). The Offer shall disclose the identity of the proposed purchaser or transferee, the Shares proposed to be sold or transferred (the “Offered Shares”), the agreed terms of the sale or transfer, including price, and any other material facts relating to the sale or transfer. The Investors shall, subject to the first sentence of Section 3, have the right to purchase, on the same terms and conditions set forth in the Offer, that portion of the Offered Shares to be determined in the manner set forth herein. Each Investor shall have the right to purchase up to that number of Offered Shares as shall be equal to the aggregate Offered Shares multiplied by a fraction, the numerator of which is the number of shares of Common Stock issued or issuable to such Investor upon the conversion of all shares of Convertible Preferred Stock held by such Investor together with the number of shares of Common Stock actually issued upon the exercise of Purchaser Warrants and held by such Investor (the “Conversion Shares”) and the denominator of which is the aggregate number of Conversion Shares held by all Investors. The number of Offered Shares each Investor or Qualified Transferee, as that term is defined below, is entitled to purchase under this Section 2 shall be referred to as such Investor’s “Pro Rata Fraction.” Each Investor shall have the right to transfer its right to any Pro Rata Fraction or part thereof to any Qualified Transferee (as defined below). In the event an Investor does not wish to purchase or to transfer its right to purchase its Pro Rata Fraction, then any Investors who so elect shall have the right to purchase, on a pro rata

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basis with any other Investors who so elect, any Pro Rata Fraction not purchased by an Investor or Qualified Transferee. Each Investor shall act upon the Offer as soon as practicable after receipt of the Offer, and in all events within fifteen (15) days after receipt of the Offer. Each Investor shall have the right to accept the Offer as to all or part of the Offered Shares. In the event that an Investor shall elect to purchase all or part of the Offered Shares covered by the Offer, said Investor shall individually communicate in writing such election to purchase to whichever of the Holders has made the Offer, which communication shall be delivered in accordance with Section 8 below and shall, when taken in conjunction with the Offer be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of the Offered Shares covered thereby.

If the Investors do not exercise their right to purchase all of the Offered Shares from a Holder within said fifteen-day period, such Holder shall promptly notify the Company in writing (the “Company Notice”) as to the number of Offered Shares which the Investors shall not have agreed to purchase (the “Remaining Shares”). Subject to the approval of the holders of at least fifty eight percent (58%) of the votes attributable to all outstanding shares of Convertible Preferred Stock (voting as a separate class on an as-converted to Common Stock basis) (the “Requisite Investors”), the Company shall have the right to purchase all of the Remaining Shares on the same terms and conditions as set forth in the Offer. If the Company elects to purchase any Remaining Shares, it shall notify the Holder within fifteen days after receipt of the Company Notice (the “Final Date”).

For purposes of this Section 2, a “Qualified Transferee” of an Investor shall mean any person (i) who is an Investor, (ii) who is an “affiliated person” of an Investor, as that term is defined in the Investment Company Act of 1940, (iii) who is a partner of an Investor, or (iv) who previously acquired at least 250,000 shares of Convertible Preferred Stock (as adjusted for stock splits, stock dividends, reclassifications, recapitalizations or other similar events).

3.          Right of Participation in Sales by Holders. In the event that the Investors and the Company do not exercise their rights under Section 2 with respect to all of the Offered Shares, the transferring Holder may, subject to the provisions of this Section 3, sell, assign, transfer or otherwise dispose of all of the Offered Shares to the third party named in the Offer (the “Purchaser”). Before any such sale, assignment, transfer or other disposition, each Investor shall have the right to require, as a condition to such sale or disposition, that the Purchaser purchase from said Investor at the same price per Share (which shall be calculated on a Common Stock equivalent basis if the Stock (as defined in Section 5) to be sold by an Investor is of a different class or series of stock from that of the Shares) and on the same terms and conditions as involved in such sale or disposition by the Holder up to a number of shares of Stock as is equal to the product of (x) the number of Shares proposed to be sold by the Holder, times (y) a fraction, the numerator of which is the number of Conversion Shares held by such Investor and the denominator of which is the aggregate number of Conversion Shares held by all Investors electing to participate in the sale pursuant to this Section 3 plus the number of shares of Stock owned by the selling Holder (calculated on an as-converted to Common Stock basis). Each Investor wishing so to participate in any such sale or disposition shall notify the selling Holder of such intention as soon as practicable after receipt of the Offer made pursuant to Section 2, and in all events within fifteen (15) days after receipt of the Investor Notice. In the event that an

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Investor shall elect to participate in such sale or disposition, said Investor shall individually communicate such election to the selling Holder, which communication shall be delivered in accordance with Section 8 below. The Holder and/or each participating Investor shall sell to the Purchaser all, or at the option of the Purchaser, any part of the Stock proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Purchaser than those originally offered; provided, however, that any purchase of less than all of such Stock by the Purchaser shall be made from the Holder and/or each participating Investor pro rata based on the number of shares such Holder and/or Investors would otherwise be entitled to sell to such Purchaser pursuant to this Section 3. The selling Holder or Investor shall use his or its reasonable best efforts to obtain the agreement of the Purchaser to the participation of the participating Investors in the contemplated sale, and shall not sell any Stock to such Purchaser if such Purchaser declines to permit the participating Investors to participate pursuant to the terms of this Section 3. The provisions of this Section 3 shall not apply to the sale of any Shares by a Holder to an Investor pursuant to an Offer under Section 2.

4.         Permitted Transfers.

(i)        Anything herein to the contrary notwithstanding, the provisions of Sections 1, 2 and 3 shall not apply to: (a) any transfer of Shares by a Holder by gift or bequest or through inheritance to, or for the benefit of, any member or members of his or her immediate family (which shall include any spouse, children or grandchildren) or to a trust, partnership or limited liability company for the benefit of such Holder or such members of his or her immediate family; (b) any transfer of Shares by a Holder to a trust in respect of which he or she serves as trustee, provided that the trust instrument governing said trust shall provide that such Holder, as trustee, shall retain sole and exclusive control over the voting and disposition of said Shares until the termination of this Agreement; (c) any sale of Common Stock in a public offering pursuant to a registration statement filed by the Company with the Securities and Exchange Commission; (d) any repurchase of shares of Common Stock by the Company from officers, employees, directors or consultants of the Company which are subject to restrictive stock purchase agreements under which the Company has the option to repurchase such shares at cost (or a lesser amount) upon the occurrence of certain events; and (e) any repurchase of Shares by the Company pursuant to the Restricted Stock Agreement, dated as of March 2, 2004, by and between the Company and Daniel Stephen Hafner, and the Restricted Stock Agreement, dated as of March 2, 2004, by and between the Company and Paul English (collectively, the “Founder Stock Agreements”).

(ii)        In the event of any such transfer, other than pursuant to subsections (i)(c), (d) and (e) of this Section 4, the transferee of the Shares shall hold the Shares so acquired with all the rights conferred by, and subject to all the restrictions imposed by, this Agreement, and as a condition to such transfer, each such transferee shall execute and deliver an Instrument of Accession in the form of Schedule II agreeing to be bound by the provisions of this Agreement.

5.          Election of Directors.

(a)        Board Designation Rights; Initial Members. Each Stockholder hereby agrees to vote all of the Stock of the Company now owned or hereafter acquired by such party (and attend,

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in person or by proxy, all meetings of stockholders called for the purpose of electing directors), and agree to take all actions (including, but not limited, to the nomination of specified persons, the execution of written consents and the calling of a stockholder meeting for the purpose of electing such specified persons) to cause and maintain the election to the Board of Directors of the Company, to the extent permitted pursuant to the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time (the “Certificate of Incorporation”), the following:

(i)        the then current Chief Executive Officer of the Company as one (1) of the Common Directors (as defined in the Certificate of Incorporation), who shall initially be Daniel Stephen Hafner;

(ii)        one (1) person designated by the holders of a majority of the outstanding shares of Common Stock, voting as a separate class, as the other Common Director, who shall initially be Paul English;

(iii)        two (2) persons designated by the holders of at least seventy percent (70%) of the outstanding shares of the Series A Preferred Stock, voting as a separate class on an as-converted to Common Stock basis (the “Series A Designators”), as the two Series A Directors (as defined in the Certificate of Incorporation), who shall initially be Joel Cutler and Terrell Jones;

(iv)        one (1) person designated by the holders of at least a majority of the outstanding shares of the Series C Stock, voting as a separate class (the “Series C Designators”), as the Series C Director (as defined in the Certificate of Incorporation), who shall initially be Hendrik Nelis;

(v)        for so long as Sequoia Capital Growth Fund III or one or more of its affiliates (as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended) (“Sequoia”) holds at least 1,000,000 shares of the Company’s Preferred Stock (as adjusted from time to time to reflect any stock split, stock dividend, reverse stock split or similar event affecting the Preferred Stock), one (1) person designated by Sequoia as the Series D Director (as defined in the Certificate of Incorporation), who shall initially be Michael Moritz. In the event Sequoia does not hold at least 1,000,000 shares of the Company’s Preferred Stock (as adjusted from time to time to reflect any stock split, stock dividend, reverse stock split or similar event affecting the Preferred Stock), then, in lieu of Sequoia, the holders of at least a majority of the outstanding shares of the Series D Stock, voting as a separate class, shall be entitled to designate one (1) person as the Series D Director. The individual, entity, or group of individuals and/or entities who has the right to designate the Series D Director pursuant this Section 5(a)(v) shall be referred to herein as the “Series D Designator”; and

(vi)        one (1) person designated jointly by the Series A Designators, the Series C Designators, and the Series D Designator, each voting as a separate series, as the Remaining Director (as defined in the Certificate of Incorporation), who shall initially be Greg Slyngstad.

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For the purposes of this Agreement, (x) “Stock” shall mean and include all Convertible Preferred Stock and all shares of Common Stock, and all other securities of the Company which may be exchangeable for, convertible into or issued in exchange for or in respect of shares of Common Stock (whether by way of stock split, stock dividends, combination, reclassification, reorganization or any other means), (y) “Board Designee” shall mean any individual who is designated for election to the Company’s Board of Directors pursuant to this Section 5; and (z) “Designator” or “Designators” shall mean, as applicable, any individual, entity, or group of individuals and/or entities who has the right to designate one (1) or more Board Designees for election to the Company’s Board of Directors pursuant to this Section 5.

(b)        Removal; Successor Directors. In the absence of any designation from the appropriate Designator or Designators, the Board Designee previously designated by them and then serving shall be reelected if still eligible to serve as provided herein. From time to time during the term of this Agreement, a Designator or Designators may, in their sole discretion:

(i)        elect to initiate the removal from the Company’s Board of Directors of any incumbent Board Designee who occupies a board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5(a), and/or

(ii)        designate a new Board Designee for election to a board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5(a) (whether to replace a prior Board Designee or to fill a vacancy in such board seat); provided, however, that any new Board Designee designated by the Series A Designators, the Series C Designators and the Series D Designator for the Remaining Director must be ratified by the holders of a majority of the outstanding shares of Common Stock, which ratification may not be unreasonably withheld or delayed; provided further, however, no such ratification is required for any new Board Designee who has general experience with marketing and the travel related ecommerce industry (including Greg Slyngstad).

In the event of an initiation of removal of a Board Designee pursuant to Section 5(b)(i), the Stockholders shall vote all of the Stock of the Company now owned or hereafter acquired by them (and attend, in person or by proxy, all meetings of stockholders called for the purpose of electing directors),. and agree to take all actions to cause the removal from the Company’s Board of Directors of the Board Designee or Designees so designated for removal by the appropriate Designator or Designators; provided, however, in no event shall any party vote to remove any Board Designee unless the appropriate Designator or Designators have so directed pursuant to Section 5(b)(i). In the event of designation of a Board Designee pursuant to Section 5(b)(ii), the parties shall vote all of the Stock of the Company now owned or hereafter acquired by them (and attend, in person or by proxy, all meetings of stockholders called for the purpose of electing directors), and agree to take all actions to cause the election to the Company’s Board of Directors of any new Board Designee or Designees so designated for election to the Company’s Board of Directors pursuant to Section 5(b)(ii).

Without the consent of the Requisite Investors, the parties hereby agree that they will not take any action, by vote or otherwise, to increase the authorized number of directors constituting the Company’s Board of Directors to more than seven (7) directors, unless the holders of

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Convertible Preferred Stock are then entitled to elect, in addition to the two (2) Series A Directors described in Section 5(a)(iii) above and one Series C Director described in Section 5(a)(iv) above, two additional Series A Directors and one additional Series C Director pursuant to Article 4B, subparagraph 6C of the Certificate of Incorporation (the “Additional Directors”), in which case the Company’s Board of Directors shall consist of no more than ten (10) members. If and for so long as the holders of Convertible Preferred Stock are entitled to elect the Additional Directors pursuant to Article 4B, subparagraph 6C of the Certificate of Incorporation, each of the parties hereto hereby agrees to vote all of the Stock of the Company now owned or hereafter acquired in favor of the election to the Board of Directors of two (2) persons designated from time to time by the Series A Designators and one (1) person designated from time to time by the Series C Designators.

(c)        Observer Rights. Oak Investment Partners XII, Limited Partnership shall be entitled to have a representative (the “Oak Board Observer”) attend all meetings of the Company’s Board of Directors and all committees thereof in a nonvoting capacity (subject to the Company’s determination upon the advice of counsel that the Oak Board Observer’s presence may violate attorney-client privilege or would otherwise be excused from a meeting were the Oak Board Observer a director) and, in this respect, the Company shall give the Oak Board Observer copies of all notices, minutes, consents and other materials that it provides to its directors. The Oak Board Observer may participate in discussions of matters brought to the Company’s Board of Directors. As a condition to attending such meetings and receiving such materials, the Oak Board Observer will agree in writing to hold in confidence and trust and not use or disclose any confidential information provided to or learned by it in connection with its rights under this paragraph as if the Oak Board Observer were a member of the Company’s Board of Directors.

6.        Drag-Along Rights. If(a) a majority of the members of the Company’s Board of Directors and (b) the Requisite Investors approve a sale of Company or all or substantially all of Company’s assets, whether by means of a merger, consolidation, sale of stock or assets or otherwise (a “Sale of the Company”), all Investors and Holders shall consent to and vote their Shares in favor of the Sale of the Company, and if the Sale of the Company is structured as (i) a merger or consolidation of the Company, or a sale of all or substantially all of the Company’s assets, each Investor and Holder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (ii) a sale of the stock of the Company, the Investors and Holders shall agree to sell their Shares on the terms and conditions approved by (x) a majority of the members of the Company’s Board of Directors and (y) the Requisite Investors; provided, however, that, (A) all proceeds from such Sale of the Company shall be payable to the holders of the Company’s Stock in accordance with the Certificate of Incorporation, including, without limitation, Article 4B, Paragraph 3 thereof, which entitles the holders of Convertible Preferred Stock to a liquidation preference payment and other rights set forth therein, except that, at the discretion of the Company’s Board of Directors, holders of shares of Common Stock that are unvested on the date that the Sale of the Company is consummated may receive, in lieu of proceeds from the Sale of the Company and in exchange for their unvested shares of Common Stock, unvested securities or options to acquire securities of the entity surviving the Sale of the Company on an equitable basis, (B) except as set forth in the preceding clause (A), the terms of such Sale of the Company applicable to holders of shares

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of each series of Convertible Preferred Stock, in their capacities as holders thereof, shall be no less favorable than the terms applicable to the holders of all other series of Convertible Preferred Stock in their capacities as holders thereof and (C) if the Requisite Investors are given the option to choose the form of consideration to be received in such Sale of the Company on its Stock, the obligations of a Holder or other Investor to approve the Sale of the Company under this Section 6 shall be conditioned upon it having received the same option. Each Holder and Investor hereby irrevocably constitutes and appoints the Company and any representative or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Holder or Investor and in the name of such Holder or Investor or in its own name, for the purpose of carrying out the terms of this Section 6, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 6. Such Holder and Investor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.

7.        Termination. This Agreement, and the respective rights and obligations of the parties hereto, shall terminate upon the completion of a firm commitment underwritten public offering of Common Stock in which (a) the aggregate gross proceeds received by the Company shall be at least $25,000,000, and (b) the per share price paid by the public for such shares shall be at least $31.09 (appropriately adjusted to reflect any subdivision or combination of the Common Stock occurring after the date hereof) (a “Qualified Public Offering”); provided, however, that Sections 1 through 3 shall terminate on the earlier of (i) the completion of a Qualified Public Offering and (ii) ten (10) years after the date hereof.

8.        Notices. Any notices or other communication required to be sent or given hereunder by any of the parties shall in every case be in writing and shall be deemed properly served if(a) delivered personally, (b) sent by certified U.S. Mail, with first class postage prepaid, return receipt requested, (c) delivered by a recognized overnight courier service, with certification of receipt requested, or (d) sent by facsimile transmission with a confirmation copy sent by overnight courier, in each case, to the parties at the addresses and telecopy numbers as set forth below or at such other addresses or telecopy number as may be furnished in writing by any party pursuant to this Section 8 (except .that notices of changes of address or a telecopy number shall only be effective upon receipt):

if to the Company or any other party hereto that is also a party to the Purchase Agreement, at the address of such party set forth in the Purchase Agreement, with a copy sent to such party’s legal counsel designated in the Purchase Agreement, if applicable;

if to any other party hereto as of the date of the Agreement, to such party at its address set forth on Schedule I hereto;

if to a Holder who subsequently becomes a party to this Agreement, at its address set forth on the Instrument of Accession pursuant to which such Holder became a party to this Agreement; and

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if to an Investor who subsequently becomes a party to this Agreement, at its address set forth on the Instrument of Accession pursuant to which such Investor became a party to this Agreement.

Date of service of such notice shall be (w) the date such notice is personally delivered, (x) three (3) days after the date of mailing if sent by certified mail, (y) two (2) days after date of delivery to the overnight courier if sent by overnight courier (as evidenced by a written receipt from the courier), or (z) the next succeeding business day after transmission by facsimile.

9.        Failure to Deliver Shares. If a Holder becomes obligated to sell any Shares owned by, or held for the benefit of, such Holder to an Investor or a Qualified Transferee under this Agreement and fails to deliver such Shares in accordance with the terms of this Agreement, such Investor may, at its option, in addition to all other remedies it may have, send to the Company for the benefit of such Holder the purchase price for such Shares as is herein specified. Thereupon, the Company upon written notice to said Holder, (a) shall cancel on its books the certificate(s) representing the Shares to be sold and (b) shall issue, in lieu thereof, in the name of such Investor, a new certificate(s) representing such Shares, and thereupon all of said Holder’s rights in and to such shares shall terminate. The Company may exercise a similar remedy in enforcing its rights under Section 2. If a Holder transfers any Shares to a Purchaser in violation of this Agreement, the Company may, at the election of a majority of the disinterested members of the Company’s Board of Directors, cancel on the books of the Company any shares of capital stock then held by such Holder, and any such breaching Holder agrees to purchase from the Purchasers and any transferee a number of shares of capital stock equal to the amount so transferred in violation of this Agreement.

10.        Specific Performance Proxy. The rights of the parties under this Agreement are unique and, accordingly, the parties shall, in addition to such other remedies as may be available to any of them at law or in equity, have the right to enforce their rights hereunder by actions for specific performance to the extent permitted by law. The voting of shares of capital stock pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law. Each Stockholder hereby grants to the Secretary of the Company, in the event that such Stockholder fails to vote its shares of capital stock as required by this Agreement, a proxy coupled with an interest in all shares of capital stock owned by such Stockholder empowering the Secretary to vote such shares as to such matters as are set forth in Section 5 hereof, which proxy is irrevocable until this Agreement terminates pursuant to its terms or this Section 10 is amended to remove such grant of proxy in accordance with Section 14 of this Agreement.

11.        Legend. The certificates representing the Shares shall bear on their face a legend indicating the existence of the restrictions imposed hereby.

12.        Entire Agreement. This Agreement, the Founder Stock Agreements and the Purchase Agreement (including any and all exhibits, schedules and other instruments contemplated thereby) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements or understandings between them or any of them as to such subject matter.

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13.        Waivers and Further Agreements. Except as provided in Section 14, any of the provisions of this Agreement may be waived by an instrument in writing executed and delivered by Requisite Investors. Any waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of that provision or of any other provision hereof. Each of the parties hereto agrees to execute all such further instruments and documents and to take all such further action as any other party may reasonably require in order to effectuate the terms and purposes of this Agreement. Notwithstanding the foregoing, no waiver may treat one Investor more adversely than any other Investor without the consent of such Investor adversely affected by such waiver.

14.        Amendments. Except as otherwise expressly provided herein, this Agreement may not be amended except by an instrument in writing executed by (i) the Company and (ii) the Requisite Investors. Notwithstanding the foregoing, (i) the consent of the Holders holding a majority of the outstanding shares of Common Stock subject to this Agreement shall be required for any amendment that materially adversely affects the rights of the Holders, (ii) no amendment may treat one Investor more adversely than any other Investor without the consent of such Investor adversely affected by such amendment, (iii) no amendment may treat one Holder more adversely than any other Holder without the consent of such Holder, and (iv) no amendment, waiver or modification to the rights of a Designator to appoint or remove a Board Designee pursuant to Section 5 shall be effective without the consent of such Designator.

15.        Assignment Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, legal representatives, successors and permitted transferees, except as may be expressly provided otherwise herein.

16.        Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and such invalid, illegal and unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

17.        Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

18.        Section Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

19.        Governing Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of laws.

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20.        Additional Parties. Any purchaser of Convertible Preferred Stock pursuant to the Purchase Agreement shall become a party to this Agreement by executing and delivering to the Company an executed Instrument of Accession in the form of Schedule II hereto. Upon such execution and delivery, such purchaser shall be deemed to be an “Investor” hereunder with all of the rights and obligations thereof. Unless otherwise consented to by the Board of Directors, the Company shall cause each officer, director, employee, consultant or other service provider of the Company who acquires shares of Common Stock representing greater than 1% of the fully- diluted capital stock of the Company or options to purchase such number of shares of Common Stock, to become a party to this agreement by executing and delivering to the Company an executed Instrument of Accession in the form of Schedule II hereto. Upon such execution and delivery, such holder shall be deemed to be a “Holder” hereunder with all of the rights and obligations thereof.

[signature pages follow]

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IN WITNESS WHEREOF, the undersigned have executed this Fifth Amended and Restated Stock Restriction and Co-Sale Agreement as a sealed instrument as of the day and year first above written.

COMPANY:

KAYAK SOFTWARE CORPORATION

By:         /s/ Steve Hafner

Name:                 Steve Hafner

Title:                            CEO

[The remainder of this page is intentionally left blank.]

Signature Page to Co-Sale Agreement

HOLDERS:

/s/ Daniel Stephen Hafner

Daniel Stephen Hafner

/s/ Paul English

Paul English

McKane 2007 Grandchildren Trust

By:           /s/ Steve Hafner

Name:	Steve Hafner
Title:

J.M. Hafner Trust

By:           /s/ Steve Hafner

Name:	Steve Hafner
Title:

Joseph A. Hafner Trust

By:           /s/ Steve Hafner

Name:	Steve Hafner
Title:

Merrill T. Hafner Trust

By:           /s/ Steve Hafner

Name:	Steve Hafner
Title:

D.S. Hafner Trust

By:           /s/ Steve Hafner

Name:	Steve Hafner
Title:

Signature Page to Co-Sale Agreement

The Paul M. English 2007 Irrevocable Family Trust

By:     /s/ Paul M. English

Name: Paul M. English, Trustee

By:

Name: Jean A. English, Trustee

The Paul M. English 2006 Irrevocable Family Trust

By:     /s/ Paul M. English

Name: Paul M. English, Trustee

By:

Name: Jean A. English, Trustee

Signature Page to Co-Sale Agreement

AMERICA ONLINE, INC.

By:

Name:

Title:

Signature Page to Co-Sale 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 GP II, LLC	By:	General Catalyst GP III, LLC
Its General Partner		Its General Partner
By:	/s/ William J. Fitzgerald	By:	/s/ William J. Fitzgerald

Name: William J. Fitzgerald Name: William J. Fitzgerald

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 GP II, LLC By: General Catalyst GP III, LLC

Its General Partner Its General Partner

By: /s/ William J. Fitzgerald By: /s/ William J. Fitzgerald

Name: William J. Fitzgerald Name: William J. Fitzgerald

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/ William J. Fitzgerald By: /s/ William J. Fitzgerald

Name:	William J. Fitzgerald	Name:	William J. Fitzgerald
Title:	Member and Chief Financial Officer	Title:     Member and Chief Financial Officer

Signature Page to Co-Sale Agreement

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/ William J. Fitzgerald

Name: William J. Fitzgerald

Title: Member and Chief Financial Officer

Signature Page to Co-Sale Agreement

/s/ Daniel Stephen Hafner

Daniel Stephen Hafner

Signature Page to Co-Sale Agreement

/s/ Paul English

Paul English

Signature Page to Co-Sale Agreement

AMERICA ONLINE, INC.

By:

Name:

Title:

Signature Page to Co-Sale Agreement

ACCEL PARTNERS

By:	Accel London II Associates L.P.
Its:	General Partner
By:	Accel London II Associates L.L.C.
Its:	General Partner
By:	/s/ Jonathan Biggs
	Name:	Jonathan Biggs
	Title:	Attorney in Fact
ACCEL LONDON INVESTORS 2006 L.P.
By:	Accel London II Associates L.L.C.
Its:	General Partner
By:	/s/ Jonathan Biggs
	Name:	Jonathan Biggs
	Title:	Attorney in Fact

Signature Page to Co-Sale Agreement

Greg Slyngstad

Signature Page to Co-Sale 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:	(illegible)

Name:

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:	(illegible)

Name:
Title:	Managing Member

Signature Page to Co-Sale Agreement

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:

(illegible)

  (signature)

(illegible)

  (print name)

Signature Page to Co-Sale 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:	(illegible)	By:	(illegible)
Name:		Name:
Title:		Title:

Signature Page to Co-Sale Agreement

OAK INVESTMENT PARTNERS XII, LIMITED PARTNERSHIP
By:	Oak Associates XII, LLC, its General Partner

By:	/s/ Iftikar A. Ahmed
Name:	Iftikar A. Ahmed
Title:	Managing Member

Signature Page to Co-Sale Agreement

LEHMAN BROTHERS VENTURE PARTNERS V L.P.
By:	Lehman Brothers Venture Associates V L.P., its General Partner
By:	Lehman Brothers Venture Associates V LLC, its General Partner
By:	/s/ JAMES D. HINSON
Name:	JAMES D. HINSON
Tit1e:	Vice President

LEHMAN BROTHERS VENTURE PARTNERS V-P, L.P.
By:	Lehman Brothers Venture Associates V L.P., its General Partner
By:	Lehman Brothers Venture Associates V LLC, its General Partner
By:	/s/ JAMES D. HINSON
Name:	JAMES D. HINSON
Tit1e:	Vice President

LB I Group Inc.
By:	/s/ JAMES D. HINSON
Name:	JAMES D. HINSON
Tit1e:	Vice President

Signature Page to Co-Sale Agreement

GOLD HILL VENTURE LENDING 03, L.P.

By:	/s/ J F Tower
Name:	J F Tower
Title:	Partner

Signature Page to Co-Sale Agreement

SCHEDULE I

KAYAK SOFTWARE CORPORATION

SCHEDULE OF HOLDERS AND INVESTORS

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.

20 University Road, Suite 450

Cambridge, MA 02138

Fax: (617) 234-7040

Attn: Joel Cutler

Daniel Stephen Hafner

2347 Bronson Road

Fairfield, CT 06824

Fax: (203) 899-3125

Paul English

10 Samoset Road

Winchester, MA 01890

Greg Slyngstad

24733 SE Windsor Blvd

Sammamish, WA 98074

America Online, Inc.

22000 AOL Way

Dulles, VA 20166

Attn: Deputy General Counsel

Fax: (703) 265-1105

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

3000 Sand Hill Road

Bldg 4, Suite 180

Menlo Park, CA 94025

Accel London II, L.P.

Accel London Investors 2006 L.P.

428 University Avenue

Palo Alto, CA 94301-1812

Fax: (650) 614-4880

Attn: Richard Zamboldi

Notices also sent to

16 St. James’s Street

London SW1A 1ER

United Kingdom

Fax: +44 (0) 20 7170 1099

Attn: Jonathan Biggs

Attn: Harry Nelis

Norwest Venture Partners VII-A LP

Norwest Venture Partners X, LP

525 University Avenue

Palo Alto, Ca. 94301

650.321.8000

Lehman Brothers Venture Partners V L.P.

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

LB I Group, Inc.

3000 Sand Hill Road, Building 3, Suite 190

Menlo Park, California 94025-7103

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.

505 Hamilton Ave, Suite 200

Palo Alto, CA 94301

Gold Hill Venture Lending 03, L.P.

Two Newton Executive Park, Suite 203

Newton, MA 02462

Holders:

Daniel Stephen Hafner

2347 Bronson Road

Fairfield, CT 06824

Fax: (203) 899-3125

Paul English

10 Samoset Road

Winchester, MA 01890

America Online, Inc.

22000 AOL Way

Dulles, VA 20166

Attn: Deputy General Counsel

Fax: (703) 265-1105

McKane 2007 Grandchildren Trust

48 Owenoke Park

Westport, CT 06880

J.M. Hafner Trust

6 Longfellow Lane

Houston, TX 77005

Joseph A. Hafner Trust

1316 Peq l uot Avenue

Southport, CT 06890

Merrill T. Hafner Trust

1316 Pequot Avenue

Southport, CT 06890

Paul M. English and Jean A English, as trustees of The Paul M. English 2007 Irrevocable Family Trust

10 Samoset Road

Winchester, MA 01890

Paul M. English and Jean A English, as trustees of The Paul M. English 2006 Irrevocable Family Trust

10 Samoset Road

Winchester, MA 01890

D.S. Hafner Trust

1316 Pequot Avenue

Southport, CT 06890

SCHEDULE II

KAYAK SOFTWARE CORPORATION

INSTRUMENT OF ACCESSION

The undersigned,                                              , as a condition precedent to becoming the owner or holder of record of                                                                  ) shares of the                                      stock, par value $.001 per share, of Kayak Software Corporation, a Delaware corporation (the “Company”), or options to purchase such stock, hereby agrees to become a [Holder/Investor] under that certain Fifth Amended and Restated Stock Restriction and Co-Sale Agreement dated as of December —, 2007 by and among the Company and other stockholders of the Company party thereto. This Instrument of Accession shall take effect and shall become an integral part of, and the undersigned shall become a party to and bound by, said Fourth Amended and Restated Stock Restriction and Co-Sale Agreement immediately upon execution and delivery to the Company of this Instrument of Accession.

IN WITNESS WHEREOF, this INSTRUMENT OF ACCESSION has been duly executed by or on behalf of the undersigned, as of the date below written.

Signature:

(Print Name)

Address:

Date:

Accepted:

KAYAK SOFTWARE CORPORATION

By:

     Name:

     Title:

Date:

EX-4.3

Exhibit 4.3

SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

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”).

WITNESSETH:

WHEREAS, certain of the Investors have heretofore purchased from the Company shares of the Company’s Series A Convertible Preferred Stock, par value $.001 per share (the “Series A Stock”), shares of the Company’s Series A-1 Convertible Preferred Stock, par value $.001 per share (the “Series A-1 Stock”; the Series A Stock and the Series A-1 Stock collectively referred to herein as the “Series A Preferred Stock”), shares of the Company’s Series B Convertible Preferred Stock, par value $.001 per share (the “Series B Stock”), shares of the Company’s Series B-1 Convertible Preferred Stock, par value $.001 per share (the “Series B-1 Stock”), shares of the Company’s Series C Convertible Preferred Stock, par value $.001 per share (the “Series C Stock”) and/or shares of the Company’s Series D Convertible Preferred Stock, par value $.001 per share (the “Series D Stock”; the Series A Preferred Stock, the Series B Stock, the Series B-1 Stock, the Series C Stock and the Series D Stock are collectively referred to herein as the “Convertible Preferred Stock”);

WHEREAS, the Company, the Investors, the Founders and certain other parties hereto have heretofore entered into a Fifth Amended and Restated Investor Rights Agreement, dated as of 20th day of December 2007 (the “Prior Agreement”);

WHEREAS, the Founders and another stockholder have agreed to sell to IVP an aggregate of seven hundred sixty nine thousand two hundred thirty (769,230) shares of Common Stock (as hereafter defined) pursuant to a certain Common Stock Purchase Agreement dated as of the date hereof, by and among the Founders, IVP and the Company (the “CSPA”); and

WHEREAS, the requisite parties to the Prior Agreement have mutually agreed to amend and restate the Prior Agreement in its entirety.

NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the requisite parties to the Prior Agreement hereby agree to amend and restate the Prior Agreement in its entirety as follows:

1.            Certain Definitions.  As used in this Agreement, the following terms shall have the following respective meanings:

“Accel Entities” means Accel London II, L.P. Accel London Investors 2006 L.P. and each of their respective Affiliates.

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“Adjusted Basic Amount” means, with respect to an Offeree, its pro rata portion of Offered Securities determined by multiplying (i) the aggregate number of Offered Securities, less the number of Offered Securities that the Offerees have permitted Outside Investors to purchase pursuant to Section 12 by (ii) a fraction, the numerator of which is the aggregate number of Conversion Shares and IVP Shares then held by such Offeree and the denominator of which is the total number of Conversion Shares and IVP Shares then held by all Offerees.

“Affiliate” of any Person means a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the first mentioned Person. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the second Person, whether through the ownership of voting securities, by contract or otherwise. Without limiting the generality of the foregoing, with respect to an Investor, Affiliate shall also include any person or entity which, directly or indirectly, controls, is controlled by or is under common control with such Investor, including, without limitation, any general partner, officer or director of such Investor and any fund now or hereafter existing which is controlled by one or more general partners of, or shares the same management company as, such Investor.

“Basic Amount” means, with respect to an Offeree, its pro rata portion of Offered Securities determined by multiplying the number of Offered Securities by a fraction, the numerator of which is the aggregate number of Conversion Shares and IVP Shares then held by such Offeree and the denominator of which is the total number of Conversion Shares and IVP Shares then held by all Offerees.

“Board of Directors” shall mean the board of directors of the Company as constituted from time to time.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Commission” shall mean the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act.

“Common Stock” shall mean the Common Stock, $.001 par value, of the Company, as constituted as of the date of this Agreement.

“Computer Programs” shall mean (i) any and all computer programs (consisting of sets of statements or instructions to be used directly or indirectly in a computer in order to bring about a certain result), and (ii) all associated data and compilations of data, regardless of their form or embodiment. “Computer Programs” shall include, without limitation, all source code, object code and natural language code therefor, all versions thereof, all screen displays and designs thereof, all component modules, all descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, and all documentation, including without limitation user manuals and training materials, relating to any of the foregoing.

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“Conversion Shares” shall mean (i) all shares of Common Stock issued or issuable upon conversion of the Preferred Stock, (ii) all shares of Common Stock issued or issuable, or issued or issuable upon conversion of the shares of Preferred Stock issued or issuable, upon exercise of any Lender Warrants, and (iii) all shares of Common Stock actually issued upon exercise of any Purchaser Warrants.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“Excluded Shares” shall mean any shares of Common Stock that have been (a) registered under the Securities Act pursuant to an effective registration statement filed thereunder and disposed of in accordance with the registration statement covering them or (b) publicly sold pursuant to Rule 144 under the Securities Act.

“Founder Stock” shall mean any shares of Common Stock now owned or hereafter acquired by the Founders (other than (i) Conversion Shares and (ii) Excluded Shares).

“Indebtedness” shall mean all obligations, contingent and otherwise, which should, in accordance with generally accepted accounting principles, be classified upon the obligor’s balance sheet (or the notes thereto) as liabilities, but in any event including liabilities secured by any mortgage on property owned or acquired subject to such mortgage, whether or not the liability secured thereby shall have been assumed, and also including (i) all guaranties, endorsements and other contingent obligations, in respect of Indebtedness of others, whether or not the same are or should be so reflected in said balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business and (ii) the present value of any lease payments due under leases required to be capitalized in accordance with applicable Statements of Financial Accounting Standards, determined by discounting all such payments at the interest rate determined in accordance with applicable Statements of Financial Accounting Standards.

“Intellectual Property Rights” shall mean all of the following: (i) patents, patent applications, patent disclosures and all related continuation, continuation-in-part, divisional, reissue, re-examination, utility, model, certificate of invention and design patents, patent applications, registrations and applications for registrations, (ii) trademarks, service marks, trade dress, logos, tradenames, service names and corporate names and registrations and applications for registration thereof, (iii) copyrights and registrations and applications for registration thereof, (iv) mask works and registrations and applications for registration thereof, (v) trade secrets and confidential business information, whether patentable or nonpatentable and whether or not reduced to practice, know-how, manufacturing and product processes and techniques, research and development information, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information, (vi) Computer Programs, (vii) other proprietary rights relating to any of the foregoing (including without limitation associated goodwill and remedies against infringements

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thereof and rights of protection of an interest therein under the laws of all jurisdictions) and (viii) copies and tangible embodiments thereof.

“IVP Shares” shall mean the shares of Common Stock purchased pursuant to the CSPA and held by IVP.

“Key Employee” or “Key Employees” shall mean and include the president, chief executive officer, chief financial officer, chief operating officer, chief technology officer, vice presidents of operations, research, development, sales or marketing, or any other individual who performs a significant role in the operations of the Company or a Subsidiary or in the development or conception of any Intellectual Property Rights of the Company or a Subsidiary as may be reasonably designated by the Board of Directors of the Company.

“Lender Warrants” means (i) the Warrants to purchase shares of Preferred Stock issued to each of Silicon Valley Bank and Gold Hill Venture Lending 03, L.P., each dated as of November 22, 2006, and (ii) the Warrant to purchase shares of Preferred Stock issued or issuable to Gold Hill Venture Lending 03, L.P. pursuant to the Loan Agreement.

“Liquidation Event” shall mean (x) merger or consolidation of the Company with or into another entity (except for a merger or consolidation in which the shares of the Company outstanding immediately prior to the closing of such merger or consolidation (1) represent or are converted into shares of the surviving entity that represent at least a majority of the total number of shares of the surviving entity that are outstanding or are reserved for issuance immediately after the closing of the merger or consolidation and (2) have the power to elect a majority of the surviving entity’s directors), (y) the sale or transfer by the Company of all or substantially all its assets, or (z) the acquisition in a single transaction or series of related transactions by any person or group of fifty percent (50%) or more of the Company’s shares of Common Stock (assuming the conversion of all outstanding shares of Preferred Stock).

“Loan Agreement” shall mean, collectively, (i) that certain Senior Loan and Security Agreement entered into by and between the Company and Silicon Valley Bank and (ii) that certain Subordinated Loan and Security Agreement entered into by and among the Company, Silicon Valley Bank, and Gold Hill Venture Lending 03, L.P.

“Outside Investor” means any investor who is permitted to purchase Offered Securities pursuant to Section 12 who, immediately prior to its purchase of such Offered Securities, is neither a holder of Preferred Stock nor an Affiliate of a holder of Preferred Stock.

“Person or Persons” shall mean an individual, corporation, partnership, limited liability company, joint venture, trust, or unincorporated organization, or a government or any agency or political subdivision thereof.

“Preferred Directors” means the Series A Directors, the Series C Director and the Series D Director.

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“Preferred Stock” means, collectively, the Convertible Preferred Stock and any other series of Preferred Stock of the Company hereafter designated.

“Purchaser Warrants” means the Warrants to purchase shares of Common Stock issued or issuable pursuant to the terms of the Interactive Marketing Agreement between the Company and America Online, Inc. dated as of November 17, 2004.

“Qualified Public Offering” shall mean a firm commitment underwritten public offering of Common Stock in which the aggregate gross proceeds to the Company equal or exceed $25,000,000 and the price per share paid by the public for such shares equals or exceeds $31.09 per share (such price subject to equitable adjustment in the event of any stock split, stock dividend, combination, reorganization, reclassification or other similar event occurring after March 22, 2010).

“Registration Expenses” shall mean the expenses so described in Section 8.

“Reserved Employee Shares” shall mean up to 10,000,000 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.

“Restricted Stock” shall mean (i) all Conversion Shares, (ii) all Founder Stock, (iii) solely for purposes of Sections 2, 3, 5, 7 through 11 and 15, the IVP Shares and (iv) any other shares of Common Stock now owned or hereafter acquired by a Stockholder from time to time, other than, in each case, Excluded Shares.

“Restricted Stock Agreements” shall mean, collectively, the Restricted Stock Agreement, dated as of March 2, 2004, by and between the Company and Daniel Stephen Hafner and the Restricted Stock Agreement, dated as of March 2, 2004, by and between the Company and Paul English, each as amended on March 1, 2007.

“Securities Act” shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“Selling Expenses” shall mean the expenses so described in Section 8.

“Series A Directors” shall have the meaning assigned to such term in the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time.

“Series C Director” shall have the meaning assigned to such term in the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time.

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“Series D Director” shall have the meaning assigned to such term in the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time.

“Stock Restriction and Co-Sale Agreement” shall mean that certain Fifth Amended and Restated Stock Restriction and Co-Sale Agreement, dated as of December 20, 2007, by and among the Company, the Stockholders and the holders of Common Stock parties thereto from time to time (as the same may be amended, restated, supplemented or otherwise modified from time to time).

“Stockholders” shall mean the Investors and the Founders; provided that solely for the purposes of Section 12 hereof, the term Stockholder shall also include IVP.

“Subsidiary” or “Subsidiaries” shall mean any corporation or trust of which the Company and/or any of its other Subsidiaries (as herein defined) directly or indirectly owns at the time outstanding shares of every class of such corporation or trust other than directors’ qualifying shares comprising at least fifty percent (50%) of the voting power of such corporation or trust.

2.            Restrictive Legend.  Each certificate representing Preferred Stock, Conversion Shares, Founder Stock or Restricted Stock shall, except as otherwise provided in this Section 2 or in Section 3, be stamped or otherwise imprinted with a legend substantially in the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED OR QUALIFIED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION OR QUALIFICATION IS AVAILABLE UNDER SUCH ACT AND STATE SECURITIES LAWS.”

A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company all the securities represented thereby may be publicly sold without registration under the Securities Act and any applicable state securities laws.

3.            Notice of Proposed Transfer.  Prior to any proposed transfer of any Preferred Stock, Conversion Shares, Founder Stock or Restricted Stock (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel satisfactory to the Company to the effect that the proposed transfer may be effected without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel shall be required for (i) a transfer to one or more stockholders, partners or members of the transferor (in the case of a transferor that is a corporation, partnership or a limited liability company, respectively), (ii) a transfer to an

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affiliated corporation (in the case of a transferor that is a corporation) or (iii) a transfer to any Affiliate of any holder; provided, further, however, that any transferee other than a transferee receiving such shares for no consideration shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company’s counsel to the effect that the transferee is acquiring such shares for its own account, for investment purposes and without any view to distribution thereof. Each certificate for Preferred Stock, Conversion Shares, Founder Stock or Restricted Stock transferred as above provided shall bear the legend in substantially the form set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

Each certificate representing shares of Preferred Stock, Conversion Shares, Founder Stock and Restricted Stock shall be imprinted with a legend substantially in the following form:

THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO, AND IN CERTAIN CASES PROHIBITED BY, THE TERMS AND CONDITIONS OF THE SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, DATED AS OF MARCH 22, 2010, BY AND AMONG THE COMPANY AND CERTAIN STOCKHOLDERS PARTIES THERETO. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.

4.            Required Registration.  (a) At any time after the earlier of the third anniversary of December 20, 2007 or six months after the consummation of the Company’s initial public offering of Common Stock, Stockholders holding at least fifty eight percent (58%) of all Conversion Shares or Founders holding a majority of the Founder Stock may request the Company to register under the Securities Act the public resale of all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such notice; provided that the Restricted Stock requested by all holders to be registered pursuant to such request must have an anticipated aggregate public offering price of not less than $5,000,000. For purposes of this Section 4 and Sections 5, 6, 15(a) and 15(g), the term “Restricted Stock” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Stock upon conversion of all shares of Preferred Stock; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock; provided, further, however, that, in any underwritten public offering contemplated by this Section 4 or Sections 5 and 6, the holders of Preferred Stock shall be entitled to sell such Preferred Stock to the underwriters for conversion and sale of the shares of Common Stock issued upon conversion or exercise and conversion, as applicable, thereof. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 (i) within 180 days after the effective date of a registration statement filed by the Company with respect to the initial public offering of the

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Company’s stock or (ii) within 90 days after the effective date of a registration statement filed by the Company with respect to any other underwritten offering of the Company’s stock with respect to which the Stockholders were entitled to join pursuant to Sections 4, 5 or 6.

(b) Following receipt of any notice under this Section 4, the Company shall promptly notify all holders of Restricted Stock from whom notice has not been received and such holders shall then be entitled within 30 days thereafter to request the Company to include in the requested registration all or any portion of their shares of Restricted Stock. The Company shall use its best efforts to register under the Securities Act, for public re-sale in accordance with the method of disposition described in paragraph (a) above, the number of shares of Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on four occasions in the aggregate and the Founders, on the one hand, and the Stockholders, on the other hand, shall each be entitled to request and cause registration of Restricted Stock under this Section 4 on two occasions; provided, however, that (i) any registration on Form S-3 or any equivalent successor form shall not be counted toward the four registration limit under this Section 4 and (ii) such obligation shall be deemed satisfied only when a registration statement covering at least a majority of the Restricted Stock specified in notices received as aforesaid for sale in accordance with the method of disposition specified by the requesting holders shall have become effective or if such registration statement has been withdrawn prior to the consummation of the offering at the request of the requesting holders of Restricted Stock (other than as a result of a material adverse change in the business or condition, financial or otherwise, of the Company) and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto (not including shares eligible for sale pursuant to the underwriters’ over-allotment option).

(c) The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common Stock to be sold by the Company for its own account and shares of Common Stock held by other stockholders that have piggy-back registration rights, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Form S-4, S-8 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby.

(d) If in the opinion of the managing underwriter the inclusion of all of the Restricted Stock requested to be registered under this Section would adversely affect the marketing of such shares, shares to be sold by the holders of Restricted Stock, if any, shall be excluded only after any shares to be sold by the Company and any other holder of the Company’s securities (other than the Stockholders) have been excluded, in such manner that the shares to be sold shall be allocated among the selling holders pro rata based on their ownership of Restricted Stock.

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5.            Incidental Registration.  If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any of its shares of Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4, S-8 or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder, received by the Company within 20 days after the giving of any such notice by the Company, to register any Restricted Stock, the Company will use its reasonable best efforts to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition of such Restricted Stock so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that (i) the number of shares of Restricted Stock shall not be reduced if any other shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Stock and (ii) in no event may less than thirty-three percent (33%) of the total number of shares of Common Stock to be included in such underwriting be made available for shares of Restricted Stock, except for a registration relating to the Company’s initial public offering, in which case no less than ten percent (10%) of the total number of shares of Common Stock to be included in such underwriting shall be made available for shares of Restricted Stock.

6.            Registration on Form S-3.  If at any time a holder or holders of Restricted Stock request that the Company file a registration statement on Form S-3 or any successor thereto for the public re-sale of all or any portion of the shares of Restricted Stock held by such requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and the Company is a registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under the Securities Act on Form S-3 or any successor thereto, for public re-sale in accordance with the method of disposition specified in such notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to (i) the requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the opportunity to participate in the offering and (ii) an underwriter cutback) shall apply to such registration, provided, however, that the requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be requested and obtained under this Section 6. Notwithstanding anything to the contrary in this Section 6, the Company shall not be required to effect more than two registrations pursuant to this Section 6 in any 12 month period and in no event more than six in the aggregate.

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7.            Registration Procedures.  If and whenever the Company is required by the provisions of Sections 4, 5 or 6 to effect the registration of any shares of Restricted Stock under the Securities Act, the Company will, as expeditiously as possible:

(a)        prepare and file with the Commission a registration statement (which, in the case of an underwritten public offering pursuant to Section 4, shall be on Form S-1 or other form of general applicability satisfactory to the managing underwriter selected as therein provided) with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided);

(b)        prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all Restricted Stock covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for such period;

(c)        furnish to each seller of Restricted Stock and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale of the Restricted Stock covered by such registration statement;

(d)        use its reasonable best efforts to register or qualify the Restricted Stock covered by such registration statement under the securities or “blue sky” laws of such jurisdictions as the sellers of Restricted Stock or, in the case of an underwritten public offering, the managing underwriter reasonably shall request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction;

(e)        use its reasonable best efforts to list the Restricted Stock covered by such registration statement with any securities exchange or market on which the Common Stock of the Company is then listed;

(f)        provide a transfer agent and registrar for all such Restricted Stock, not later than the effective date of such registration statement;

(g)        promptly notify each seller of Restricted Stock and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

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(h) if the offering is underwritten and at the request of any seller of Restricted Stock, use its reasonable best efforts to furnish on the date that Restricted Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration statement has become effective under the Securities Act and that (A) to the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements contained therein) and (C) to such other effects as reasonably may be requested by the underwriters and (ii) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such underwriters reasonably may request;

(i) make available for inspection by each seller of Restricted Stock, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

(j) advise each selling holder of Restricted Stock, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

(k) cooperate with the selling holders of Restricted Stock and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Restricted Stock to be sold, such certificates to be in such denominations and registered in such names as such holders or the managing underwriters may request at least two business days prior to any sale of Restricted Stock; and

(l) permit any holder of Restricted Stock which holder, in the sole and exclusive judgment, exercised in good faith, of such holder, might be deemed to be a controlling person of the Company, to participate in good faith in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included, subject to review by the Company and its counsel after consultation with such holder.

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For purposes of Section 7(a) and 7(b) and of Section 4(c), the period of distribution of Restricted Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Restricted Stock in any other registration shall be deemed to extend until the earlier of the sale of all Restricted Stock covered thereby and 120 days after the effective date thereof. In connection with any underwritten offering, the Company shall have the right to select the managing underwriters subject to the approval of the holders of a majority of the Restricted Stock, which shall not be unreasonably withheld or delayed.

As a condition precedent to the Company’s obligation to include the Restricted Stock of a holder in a registration statement pursuant to Section 4, 5 or 6, such holder of Restricted Stock must furnish to the Company in writing such information with respect to itself, the Company securities beneficially owned by it and the proposed distribution by it as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws.

As a condition precedent to the Company’s obligation to include the Restricted Stock of a holder in a registration statement pursuant to Section 4, 5 or 6, (i) the Company and each seller of Restricted Stock agree to enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions, including with respect to indemnification, as are customary in the securities business for such an arrangement between such underwriter and companies of the Company’s size and investment stature and (ii) each seller of Restricted Stock agrees to enter into other customary related documents including, without limitation, powers of attorney and custody agreements.

8.            Expenses.    All expenses incurred by the Company in complying with Sections 4, 5 and 6, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of the National Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents and registrars, costs of insurance, and fees and disbursements of one counsel for the Investors and one counsel for the Founders, but excluding any Selling Expenses, are called “Registration Expenses”. All underwriting discounts and selling commissions applicable to the sale of Restricted Stock are called “Selling Expenses”.

The Company will pay all Registration Expenses in connection with each registration statement under Sections 4, 5 or 6. All Selling Expenses in connection with each registration statement under Sections 4, 5 or 6 shall be borne by the participating sellers in proportion to the number of shares sold by each, or by such participating sellers other than the Company (except to the extent the Company shall be a seller) as they may agree.

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9.            Indemnification and Contribution.

(a)    Indemnification by the Company.  In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Sections 4, 5 or 6, the Company will indemnify and hold harmless each seller of such Restricted Stock thereunder, each underwriter of such Restricted Stock thereunder and each other person, if any, who controls such seller or underwriter within the meaning of the Securities Act, and any officers, director, employee or agent of any of the foregoing, against any losses, claims, damages or liabilities, joint or several, to which such seller, underwriter, controlling person, officer, director, employee or agent may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Restricted Stock was registered under the Securities Act pursuant to Sections 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such seller, each such underwriter, each such controlling person and each such officer, director, employee or agent for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such seller, any such underwriter, any such controlling person or any such officer, director, employee or agent in writing specifically for use in such registration statement, preliminary prospectus, or final prospectus or any amendment or supplement thereof.

(b)        Indemnification by the Stockholders.  In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Sections 4, 5 or 6, each seller of such Restricted Stock thereunder, severally and not jointly, will indemnify and hold harmless the Company, each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer, director, underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Restricted Stock was registered under the Securities Act pursuant to Sections 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that (i) such seller will be liable hereunder in any such case if and only to the extent

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that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such seller, as such, furnished in writing to the Company by such seller specifically for use in such registration statement or prospectus and (ii) the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from the sale of Restricted Stock covered by such registration statement.

(c)      Defect Eliminated in Final Prospectus.  The foregoing indemnity agreements of the Company and the sellers of Restricted Stock are subject to the condition that, insofar as they relate to misstatements or omissions in a prospectus but eliminated or remedied in the amended or supplemented prospectus on file with the Commission at the time the registration statement in question becomes effective or the amended or supplemented prospectus filed with the Commission pursuant to Rule 424(b), such indemnity agreement shall not inure to the benefit of any person if a copy of the amended or supplemented prospectus was furnished to the indemnified party and such indemnified party failed to deliver a copy of the final or amended or supplemented prospectus at or prior to the sale of the shares registered in such offering to the Person asserting the loss, liability, claim or damage in any case where such delivery was required by the Securities Act.

(d)      Procedures.  Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 9 and shall only relieve it from any liability which it may have to such indemnified party under this Section 9 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. An indemnifying party who is not entitled to, or elects not to, assume the defense of a

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claim will not be obligated to pay the fees and expenses of more than one law firm per jurisdiction as counsel for the indemnified party. The indemnity agreement contained in this Section 9 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party.

(e)        Contribution.  In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any holder of Restricted Stock exercising rights under this Agreement, or any controlling person, officer, director, employee or agent of such holder, makes a claim for indemnification pursuant to this Section 9 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such selling holder or any such controlling person, officer, director, employee or agent in circumstances for which indemnification is provided under this Section 9; then, and in each such case, the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, (A) no such holder will be required to contribute any amount in excess of the net proceeds received by such holder from the sale of Restricted Stock covered by such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

10.            Changes in Common Stock or Preferred Stock.  If, at any time after March     , 2010, there is any change in the Common Stock or the Preferred Stock by way of a stock, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue with respect to the Common Stock and the Preferred Stock as so changed.

11.             Rule 144 Reporting.   After the earliest of (i) the closing of the sale of securities of the Company pursuant to a registration statement, (ii) the registration by the Company of a class of securities under Section 12 of the Exchange Act, or (iii) the issuance by the Company of an offering circular pursuant to Regulation A under the Securities Act, the Company agrees to:

(a) make and keep current public information about the Company available, as those terms are understood and defined in Rule 144;

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(b) use commercially reasonable best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

(c) furnish to any holder of Restricted Stock upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), and (ii) such reports and documents of the Company as such holder may reasonably request to avail itself of any similar rule or regulation of the Commission allowing it to sell any such securities without registration.

12.            Right of First Refusal

(a) Right of First Refusal.  The Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of Common Stock, (ii) any other equity security of the Company, including without limitation, Preferred Stock, (iii) any debt security of the Company (other than debt with no equity feature), including, without limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any such equity security or any such debt security of the Company, except in compliance with the terms of this Section 12 (a “Company Issuance”).

So long as there is Preferred Stock outstanding, if at any time the Company wishes to make a Company Issuance, the Company shall deliver to each Stockholder (each an “Offeree” and collectively, the “Offerees”) an offer notice which shall: (i) state the Company’s intention to make a Company Issuance pursuant to an offer from a proposed purchaser of the securities to be issued in such Company Issuance (the “Proposed Buyer”), which, after reasonable inquiry, the Company in good faith believes to be a bona fide offer; (ii) state the number of shares and type of securities proposed to be issued, sold or exchanged to such Proposed Buyer; (iii) state the name and address of the Proposed Buyer; (iv) state the bona fide price or other consideration per share for which the Company proposes to issue, sell or exchange the securities and any other material terms upon which they are to be issued, sold or exchanged; (v) if the Company, irrespective of this Section 12, desires to sell any securities to an Outside Investor, state the number of such securities and request the Offerees’ approval to sell such number of securities to such Outside Investor; and (vi) state that the Offeree is entitled to purchase either (A) its Basic Amount if no Outside Investors is permitted to participate in the offering or (B) its Adjusted Basic Amount if Outside Investors are entitled to participate in the offering (the “Offer”), which Offer by its terms shall remain open and irrevocable for a period of 15 days from the date of delivery of the Offer to a Stockholder. The type and number of securities to be sold to a Proposed Buyer pursuant to an Offer are sometimes referred to herein as the “Offered Securities”. Each Offeree shall have the right to purchase up to its Basic Amount of the Offered Securities at a price and on such other terms as shall have been specified in the Offer; provided, however, that if the Stockholders holding at least fifty eight percent (58%) of the votes attributable to the outstanding shares of Preferred Stock (voting as a single class on an as-converted to Common Stock basis) (the “Requisite Investors”) consent in writing to the

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participation of Outside Investors in the issuance, the number of Offered Securities that each Offeree shall be permitted to purchase shall be reduced from its Basic Amount to its Adjusted Basic Amount and the Company shall promptly notify each Offeree of such reduction. In addition, each Offeree shall be entitled to purchase such additional portion of the Offered Securities as such Offeree shall indicate it will purchase should the other Offerees subscribe for less than their Basic Amounts or Adjusted Basic Amounts, as the case may be (the “Undersubscription Amount”).

(b)        Notice of Acceptance.  Notice of each Offeree’s intention to accept, in whole or in part, any Offer made pursuant to Section 12(a) shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 15-day period of such Offer, setting forth such of the Offeree’s Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “Notice of Acceptance”); provided, however, that (i) any Offeree may, in its Notice of Acceptance, state that it is willing to purchase the lesser of its Basic Amount or Adjusted Basic Amount and (ii) the acceptance of any Offer by an Offeree, in whole or in part, may be conditioned upon the approval of the offering by the Board of Directors and requisite stockholders. If the Basic Amounts or Adjusted Basic Amount, as the case may be, subscribed for by all Offerees are less than the aggregate Basic Amounts or Adjusted Basic Amounts of all Offerees, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall also be entitled to purchase all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the available Undersubscription Amount (the “Available Undersubscription Amount”), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

(c)        Conditions to Acceptances and Purchase.

(i) Permitted Sales of Refused Securities.  In the event that Notices of Acceptance are not given by the Offerees in respect of all the Offered Securities, the Company shall have ninety (90) days from the expiration of the 15-day period set forth in Section 12(a) to close the sale of all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Offerees (the “Refused Securities”) to the Proposed Buyer specified in the Offer, but only for cash and otherwise upon material terms and conditions, including, without limitation, unit price and interest rates, which are no more favorable, in the aggregate, to such Proposed Buyer or less favorable to the Company than those set forth in the Offer.

(ii) Reduction in Amount of Offered Securities.  In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 12(c)(i) above), then each Offeree may, at its sole option and in its sole discretion, reduce the number of, or other units of, the Offered Securities specified in its respective Notices of Acceptance to an amount which shall be not less than the amount of the Offered Securities which the Offeree elected to purchase pursuant to Section 12(b)

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multiplied by a fraction, (i) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and (ii) the denominator of which shall be the amount of all Offered Securities stated in the Offer (the “Original Offered Number”). In the event that any Offeree so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the Offerees in accordance with Section 12(a).

(iii)        Closing.  Upon the closing, which shall include full payment to the Company, of the sale to such Proposed Buyer of all or less than all the Refused Securities, the Offerees shall purchase from the Company, and the Company shall sell to the Offerees, the number of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 12(c)(ii) if the Offerees have so elected, upon the terms and conditions specified in the Offer. The purchase by the Offerees of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Offerees of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Offerees and their respective counsel. The foregoing notwithstanding, before the making or expiration of the Offer, the Company may sell all or any part of the number of Offered Securities specified in the Offer in one or more closings if at the time of each such closing the Company shall agree in writing to sell at a subsequent closing or closings to the Stockholders an additional number of Offered Securities equal to the number which they would be entitled to purchase under this Sections 12 and elect to purchase under such Sections. The Company’s obligations under this Section 12 shall be deemed fully satisfied with respect to a sale of Offered Securities occurring at multiple closings if after all such closings have been completed with respect to any Offered Securities, each Stockholder from whom the Company received a notice of acceptance of the Offer shall have had a full 15-day notice period and an opportunity at a closing to purchase on the terms set forth in the Offer the number of Offered Securities equal to the number which they are entitled to purchase under this Sections 12.

(d)        Further Sale.  In each case, any Offered Securities not purchased by the Offerees or other Person or Persons in accordance with Section 12(c) may not be sold or otherwise disposed of until they are again offered to the Offerees under the procedures specified in Sections 12(a), 12(b) and 12(c).

(e)        Termination of Right of First Refusal.  The rights of the Offerees under this Section 12 shall terminate immediately prior to, but subject to, the consummation of a Qualified Public Offering. The rights of the Stockholders pursuant to this Section 12 may be waived or amended as to all Stockholders on a pro rata basis by the affirmative vote or written consent of the Requisite Investors, including, for so long as the Founder Group holds shares of capital stock of the Company representing at least fourteen percent (14%) of the outstanding capital stock of the Company (calculated on an as-converted to Common Stock basis and including, for this purpose, shares of Common Stock issuable upon the exercise of outstanding options, warrants and convertible securities), the affirmative vote or written consent of at least one Founder. Any such waiver or amendment shall be binding on all Stockholders, even if any of such Stockholders do not execute such waiver and irrespective of whether one or more Stockholders participates in the purchase of the Offered Securities; provided, however, that in the

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event that any waiver or amendment made in connection with a Company Issuance results in a reduced number of Offered Securities being made available for purchase by such Accel Entity hereunder and in connection with such Company Issuance the number of Offered Securities actually made available to the other Stockholders is not proportionately reduced (calculated on the basis of the number of Conversion Shares then held by the Stockholders), then such waiver or amendment shall not be binding on such Accel Entity unless executed by such Accel Entity. “Founder Group” shall mean Daniel Stephen Hafner, Paul English, any spouse, former spouse, ancestor or descendent of Daniel Stephen Hafner or Paul English, or any trust established for the benefit of any of the foregoing.

(f)        Exception.  The rights of the Stockholders under this Section 12 shall not apply to: (i) shares of Common Stock issuable upon conversion of the Preferred Stock; (ii) the issuance of the Purchaser Warrants or shares of Common Stock issuable upon exercise of the Purchaser Warrants; (iii) Reserved Employee Shares; (iv) shares of Common Stock issued as a dividend on the Preferred Stock; (v) shares of Common Stock issued pursuant to a Qualified Public Offering; (vi) equity securities (and/or options or warrants therefor) issued pursuant to the acquisition of another corporation or entity by the Company by consolidation, merger, purchase of all or substantially all of the assets, or other reorganization in which the Company acquires, in a single transaction or series of related transactions, all or substantially all of the assets of such other Company (or division thereof) or entity (or division thereof) or fifty percent (50%) or more of the voting power of such other Company or entity or fifty percent (50%) or more of the equity ownership of such other entity; provided that such transaction or series of transactions has been approved by the Board of Directors (which approval shall include the affirmative vote or consent of a majority of the Preferred Directors); (vii) equity securities (and/or options or warrants therefor) issued or issuable to parties providing the Company with equipment leases, real property leases, loans, credit lines, guaranties of indebtedness, cash price reductions or similar financing, or issuable to parties licensing technology or patents to the Company, parties licensing technology from the Company in connection with the development or commercialization of the Company’s products or collaborative partners; provided that each such transaction described in this clause (vii) is approved by the Board of Directors (which approval shall include the affirmative vote or consent of a majority of the Preferred Directors); (viii) shares of Common Stock or other securities issued upon the conversion or exchange of (a) any securities described in clauses (vi) and (vii) or (b) any other securities that were previously issued by the Company after complying with this Section 12; and (x) shares of Common Stock issued by reason of a stock split or divided on the Common Stock.

13.            Covenants of the Company.

(a)        Affirmative Covenants of the Company Other Than Reporting Requirements.    Without limiting any other covenants and provisions hereof, and except to the extent the following covenants and provisions of this Section 13(a) are waived in any instance by the Requisite Investors, the Company covenants and agrees that, until the consummation of a Qualified Public Offering, it will perform and observe the following covenants and provisions, and will cause each Subsidiary, if and when such Subsidiary exists, to perform and observe such of the following covenants and provisions as are applicable to such Subsidiary:

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(i)        Maintenance of Insurance.  Maintain from reputable insurance companies and associations (x) a key person life insurance policy on the life of each Founder in the amount of $2,000,000, which proceeds will be payable to the order of the Company; and (y) officer and director liability policies in amounts and coverage reasonably acceptable to the Board of Directors (which approval shall include the affirmative vote or consent of a majority of the Preferred Directors). The Company will maintain, and cause each Subsidiary to maintain, insurance with reputable insurance companies or associations in such amounts and covering such risks as is customarily carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Company or such Subsidiary operates. The Company will not cause or permit any assignment of the proceeds of any such insurance policies and will not borrow against such policies. The Company will add the Investors as notice parties to such policies and will request that the issuer(s) of such policies provide such designee with at least ten (10) days’ notice before any such policy is terminated (for failure to pay premiums or otherwise) or assigned, or before any change is made in the designation of the beneficiary thereof.

(ii)      Inspection.  Permit, upon reasonable request and notice, each Stockholder who holds at least 1,000,000 shares of Preferred Stock (as adjusted from time to time to reflect any stock split, stock dividend, reverse stock split or similar event affecting the Preferred Stock) (the “Qualified Stockholders”) or any agents or representatives thereof, to examine and make copies of and extracts from the books of account of, and visit and inspect the properties of, the Company and any Subsidiary, to discuss the affairs, finances and accounts of the Company and any Subsidiary with any of its officers, directors or Key Employees and independent accountants, and consult with and advise the management of the Company and any Subsidiary as to their affairs, finances and accounts, all at reasonable times during normal business hours. Each Qualified Stockholder agrees that it will keep confidential and will not disclose or divulge any confidential, proprietary or secret information which such Qualified Stockholder may obtain from the Company pursuant to financial statements, reports and other materials submitted by the Company as required hereunder, or pursuant to visitation or inspection rights granted hereunder unless such information is or becomes known to the Qualified Stockholder from a source other than the Company that is not known by the Qualified Stockholder to be prohibited from disclosing such information, or is or becomes publicly known, or unless the Company gives its written consent to such Qualified Stockholder to release such information, except that no such written consent shall be required (and the Qualified Stockholder shall be free to release such information to such recipient) if such information is to be provided to the Qualified Stockholder’s counsel or accountant, or to an officer, director or partner of such Qualified Stockholder, provided that the Qualified Stockholder shall inform the recipient of the confidential nature of such information, and shall instruct the recipient to treat the information as confidential. Notwithstanding the foregoing, nothing in this Section 13(a)(ii) shall in any way limit the confidentiality obligations of officers or employees of the Company pursuant to the terms of any employment, non-disclosure or similar agreement with the Company.

(iii)    Budgets Approval.  Not later than 30 days prior to the commencement of each fiscal year, prepare and submit to, and obtain the approval of a majority of the Board of Directors (which approval shall include the affirmative vote or consent of a majority of the Preferred Directors) of, a business plan and monthly operating budgets in detail

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for the upcoming fiscal year, including capital and operating expense budgets, cash flow projections and profit and loss projections, all itemized in reasonable detail (including itemization of provisions for officers’ compensation). The Company shall review the budget and business plan periodically, and resubmit all changes therein and all material deviations therefrom to the Board of Directors. The Company shall not enter into any activity not in the ordinary course of business and not envisioned by the budget and business plan, unless approved by the affirmative vote of a majority of the members of the Board of Directors (which approval shall include the affirmative vote or consent of a majority of the Preferred Directors).

(iv)      Financings.  Inform the Board of Directors of any negotiations, offers or contracts relating to possible financings of any nature for the Company, whether initiated by the Company or any other Person, except for arrangements with trade creditors.

(v)      By-laws.  At all times, cause the bylaws of the Company to provide that, unless otherwise required by the laws of the State of Delaware, any Series A Director and the Series C Director shall have the right to call a meeting of the Board of Directors or stockholders in accordance with the notice provision thereof. The Company shall at all times maintain provisions in the bylaws or certificate of incorporation of the Company indemnifying all directors against liability to the maximum extent permitted under the laws of State of Delaware. The Company shall at all times maintain provisions in the bylaws or certificate of incorporation of the Company permitting one of the Series A Directors to serve on all committees of the Company’s Board of Directors, including, without limitation, any compensation committee or audit committee.

(vi)      Invention, Non-Disclosure and Non-Competition Agreement.  The Company will obtain a duly executed Non-Competition, Non-Disclosure and Developments Agreement from each Key Employee that is an executive officer of the Company or any Subsidiary of the Company. The Company will obtain a duly executed Non-Disclosure and Developments Agreement in substantially the form attached hereto as Exhibit A from each employee of the Company (other than Key Employees who are executive officers of the Company or any Subsidiary of the Company). The Company shall not amend, modify or waive any provisions contained in such agreements without the consent of the Board of Directors.

(vii)    Meetings of Directors.  Unless otherwise consented to by the Board of Directors, hold meetings of the Company’s Board of Directors not less than six (6) times in a year on a bi-monthly basis.

(viii)    Expenses of Directors and Observers.  Promptly reimburse in full, each director of the Company who is not an employee of the Company and each Stockholder board observer for all of his reasonable out-of-pocket expenses incurred in attending each meeting of the Board of Directors of the Company or any committee thereof or any travel related to non-Board functions (so long as the expenses of such non-Board functions are approved in advance by the Chief Executive Officer).

(ix)    Compensation Committee.  Except as otherwise agreed to by a majority of the Preferred Directors, establish and maintain a compensation committee of the

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Board of Directors, comprised of three (3) independent members of the Board of Directors, at least two (2) of whom shall be the Series A Directors.

(x)        Equity Incentive Plans.  Establish and maintain an equity incentive plan in form and substance reasonably satisfactory to and approved by the Board of Directors (which approval shall include the affirmative vote or consent of a majority of the Preferred Directors). Unless otherwise approved by unanimous consent of the Board of Directors, such plan, as well as each stock option agreement, stock purchase agreement, stock restriction agreement involving employees, directors or consultants of the Company adopted by the Company from time to time shall provide that each option granted or restricted stock purchased thereunder shall vest (A) with respect to twenty-five percent (25%) of the shares subject to such grant or purchase, one (1) year after the date of such grant or purchase and (B) with respect to the remaining shares subject to such grant or purchase, on a monthly basis over a period of three years thereafter (other than shares issued pursuant to the Restricted Stock Agreements). The Company shall exercise all rights to repurchase shares of Common Stock from employees, officers, directors or consultants at the original purchase price thereof pursuant to stock restriction agreements or other agreements (including, without limitation, the Restricted Stock Agreements), unless otherwise waived by the Board of Directors (which waiver shall include the affirmative vote or consent of a majority of the Preferred Directors).

(xi)    Maintenance of Research and Development Facility.  The Company will maintain a research and development facility in the Waltham, Massachusetts area, unless otherwise directed by the Board of Directors.

(b)      Negative Covenants of the Company.  Without limiting any other covenants and provisions hereof, and except to the extent the following covenants and provisions of this Section 13(b) are waived in any instance by the Requisite Investors, the Company covenants and agrees that, until the consummation of a Qualified Public Offering, it will comply with and observe the following covenants and provisions, and will cause each Subsidiary, if and when such Subsidiary exists, to comply with and observe such of the following covenants and provisions as are applicable to such Subsidiary, and will not:

(i)      Transfers of Technology.  Unless approved by the Board of Directors (which approval shall include the affirmative vote or consent of a majority of the Preferred Directors) or unless contemplated by the Loan Agreement, transfer any ownership or interest in, or material rights relating to, any of its Intellectual Property Rights to any Person or entity which is not a member of the consolidated group of the Company and its wholly-owned Subsidiaries; provided, however, that this Section shall not apply to transfers of Intellectual Property Rights accomplished in the ordinary course of business.

(ii)      Assumptions or Guaranties of Indebtedness of Other Persons.  Unless approved by the Board of Directors or unless contemplated by the Loan Agreement, assume, guarantee, endorse or otherwise become directly or contingently liable on, or permit any Subsidiary to assume, guarantee, endorse or otherwise become directly or contingently liable on (including, without limitation, liability by way of agreement, contingent or otherwise, to purchase, to provide funds for payment, to supply funds to or otherwise invest in the debtor or

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otherwise to assure the creditor against loss) any Indebtedness of any other Person, except for guaranties by endorsement of negotiable instruments for deposit or collection in the ordinary course of business, and except for the guaranties of the permitted obligations of any wholly-owned Subsidiary.

(iii)        Change in Nature of Business.  Make or permit any Subsidiary to make, any material change in the nature of its business as contemplated in written materials delivered to the Stockholders prior to the date hereof.

(iv)        Ownership of Subsidiaries.  Unless approved by the Board of Directors, purchase or hold beneficially any stock, other securities or evidences of Indebtedness in, or make any investment in any other Person unless it is wholly-owned, directly or indirectly, by the Company.

(v)        Equity Incentives and Founders’ Shares.    Adopt or approve any incentive agreements, stock purchase or stock option plans, advisory board incentive plans, stock bonuses or awards or other equity incentive plans, or issue any capital stock, options or warrants pursuant to such plans or otherwise to employees, directors, consultants or advisers, other than the Reserved Employee Shares. Grant to any of its employees options or other rights to purchase Reserved Employee Shares unless authorized by vote of the Company’s Board of Directors (or its compensation committee). The Company shall not amend, modify or waive any provisions contained in any stock option plan, stock purchase agreement, stock restriction agreement (including, without limitation, the Restricted Stock Agreements) or stock option agreement involving employees, directors or consultants of the Company, without the consent of the Board of Directors (or the compensation committee thereof). The Company shall not purchase shares of Preferred Stock from the Founders pursuant to the Restricted Stock Agreements without the approval of the Board of Directors (which approval shall include the affirmative vote or consent of a majority of the Preferred Directors).

(vi)        Dealings with Affiliates and Others.    Other than as contemplated by this Agreement and transactions in the ordinary course of business involving less than $25,000, enter into, after the date of this Agreement, any transaction, including, without limitation, any loans or extensions of credit or royalty agreements, with any officer, director or Affiliate of the Company or any Subsidiary or any member of their respective immediate families or any corporation or other entity directly or indirectly affiliated with one or more of such officers, directors or members of their immediate families unless such transaction is approved in advance by a majority of the disinterested members of the Board of Directors.

(vii)        Indebtedness.  Except for Indebtedness incurred under the Loan Agreement, incur indebtedness for borrowed money in an aggregate amount, at any one time outstanding, exceeding $1,250,000.

(c)        Reporting Requirements.  Until the consummation of a Qualified Public Offering, the Company will furnish the following to the Qualified Stockholders:

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(i)        Monthly Reports:  as soon as available and in any event within 30 days after the end of each calendar month, unaudited financial statements of the Company and its Subsidiaries as of the end of such month and statements of income and retained earnings of the Company and its Subsidiaries for such month and for the period commencing at the end of the previous fiscal year and ending with the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, and including comparisons to monthly budgets, a cash flow analysis for such month, a schedule showing each expenditure of a capital nature during such month, and a summary discussion of the Company’s principal functional areas, all in reasonable detail;

(ii)        Quarterly Reports:  as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Company, unaudited financial statements of the Company and its Subsidiaries as of the end of such quarter and statements of income and cash flows of the Company and its Subsidiaries for such quarter and for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, and including comparisons to quarterly budgets and a summary discussion of the Company’s principal functional areas, all in reasonable detail and duly certified by the chief financial officer of the Company as having been prepared in accordance with generally accepted accounting principles consistently applied (subject to year-end audit adjustments);

(iii)        Annual Reports:  as soon as available and in any event within 120 days after the end of each fiscal year of the Company, a copy of the annual audit report for such year for the Company and its Subsidiaries, including therein consolidated balance sheets of the Company and its Subsidiaries as of the end of such fiscal year and consolidated statements of income of the Company and its Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all such consolidated statements to be duly certified by the chief financial officer of the Company and by such independent public accountants of recognized national standing approved by a majority of the Board of Directors;

(iv)        Budgets:  as soon as available after approval by the Board of Directors and in any event within 30 days before the start of a fiscal year, a business plan and monthly operating budgets for the forthcoming fiscal year;

(v)        Written Reports:  promptly upon receipt or publication thereof, any written reports submitted to the Company by independent public accountants in connection with an annual or interim audit of the books of the Company and its Subsidiaries made by such accountants or by consultants or other experts in connection with such consultant’s or other expert’s review of the Company’s operations or industry, and written reports prepared by the Company to comply with other investment or loan agreements;

(vi)        Notice of Proceedings:    promptly after the commencement thereof, notice of all actions, suits, litigations and proceedings pending or, to the knowledge of the

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Company, threatened against the Company affecting any of its respective properties or assets, or actions, suits, litigations or proceedings known to the Company against any officer, director, Key Employee or holder of more than 5% of the capital stock of the Company relating to such person’s performance of duties for the Company or relating to his stock ownership in the Company or otherwise relating to the business of the Company including, without limiting their generality, actions pending or, to the knowledge of the Company, threatened involving the prior employment of any of the Company’s officers or employees in their use in connection with the Company’s business of any information or techniques allegedly proprietary to any of their former employees, or any event or condition on the basis of which such litigation, proceeding or investigation might properly be instituted before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company or any Subsidiary;

(vii)        Stockholders’ and SEC Reports:   promptly upon sending, making available, or filing the same, such reports and financial statements as the Company or any Subsidiary shall send or make available to the stockholders of the Company or file with the Commission; and

(viii)        Other Information:   such other information respecting the business, properties or the condition or operations, financial or other, of the Company or any of its Subsidiaries as any such Qualified Stockholder may from time to time reasonably request.

The holders of Restricted Stock hereby covenant and agree that all of the information disclosed to such holders pursuant to the provisions of this Section 13(c) shall be treated in accordance with Section 13(a)(ii) of this Agreement.

14.            Representations and Warranties of the Company.   The Company represents and warrants to you as follows:

(a)        The execution, delivery and performance of this Agreement by the Company have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Certificate of Incorporation or by-laws of the Company or any provision of any indenture, agreement or other instrument to which it or any or its properties or assets is bound, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company.

(b)        This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

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15.            Miscellaneous.

(a)        All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto (including without limitation permitted transferees of any Preferred Stock, Conversion Shares, Founder Stock or Restricted Stock), whether so expressed or not.

(b)        Any notices or other communication required to be sent or given hereunder by any of the parties shall in every case be in writing and shall be deemed properly served if (a) delivered personally, (b) sent by certified U.S. Mail, with first class postage prepaid, return receipt requested, (c) delivered by a recognized overnight courier service or (d) sent by facsimile transmission with a confirmation copy sent by overnight courier, with confirmation of receipt requested in each case, to the parties at the addresses and/or telecopy numbers as set forth below or at such other addresses and/or telecopy number as may be furnished in writing by any party pursuant to this Section 15(b) (except that notices of changes of address or telecopy number shall only be effective upon receipt):

if to the Company or any other party hereto, at the address of such party set forth in Schedule I hereto or set forth next to such party’s signature, with a copy sent to such party’s legal counsel designated on such Schedule or next to such signature, if applicable; and

if to any subsequent holder of Preferred Stock, Conversion Shares, Founder Stock or Restricted Stock, to it at such address as may have been furnished to the Company in writing by such holder.

Date of service of such notice shall be (w) the date such notice is personally delivered, (x) three (3) days after the date of mailing if sent by certified mail, (y) two (2) days after date of delivery to the overnight courier if sent by overnight courier (as evidenced by a written receipt from the courier) or (z) the next succeeding business day after transmission by facsimile.

(c)      This Agreement shall be construed and enforced in accordance with and governed by the laws of the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of laws.

(d)      In addition to any other consent that may be required hereunder, this Agreement may not be amended or modified, and no provision hereof may be waived, without the written consent of (i) the Company and (ii) the Requisite Investors; provided, however, that (w) no amendment, modification or waiver may treat one Stockholder more adversely than any other Stockholder without the consent of such Stockholder, (x) for so long as IVP does not own any Preferred Stock, no amendment, modification or waiver of any rights of IVP hereunder may treat IVP more adversely than any other Stockholder without the consent of IVP, (y) no provision herein that requires the consent of greater than fifty eight percent (58%) of the Conversion Shares in order to amend, modify or waive such provision shall be amended, modified or waived without the written consent of holders of such greater percentage of

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Conversion Shares and (z) no provision herein that requires the consent of at least fifty eight percent (58%) of the Conversion Shares (including the affirmative vote or written consent of at least one Founder) in order to amend, modify or waive such provision shall be amended, modified or waived without the written consent of holders of at least fifty eight percent (58%) of the Conversion Shares (including the affirmative vote or written consent of at least one Founder).

(e)        This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(f)        All shares held or acquired by affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

(g)        If requested in writing by the underwriters for the initial underwritten public offering of securities of the Company, IVP and each Stockholder who is a party to this Agreement hereby agrees, and shall enter into an agreement with such underwriters, whereby it agrees, not to sell, disposes of, loan, pledge or grant any rights with respect to any shares of Restricted Stock or any other shares of Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock (other than shares of Restricted Stock or other shares of Common Stock being registered in such offering), without the consent of such underwriters, for a period not to exceed 180 days following the effective date of the registration statement relating to such offering; provided, however, that (i) all persons entitled to registration rights with respect to shares of Common Stock who are not parties to this Agreement, all other persons selling shares of Common Stock in such offering, all persons holding in excess of 1% of the capital stock of the Company on a fully diluted basis and all executive officers and directors of the Company shall also have agreed not to sell publicly their Common Stock under the circumstances and pursuant to the terms set forth in this Section 15(g) and (ii) any such lock-up agreement shall provide that if the managing underwriter releases any shares from the lock-up with respect to such offering prior to the scheduled expiration date, the managing underwriter shall contemporaneously release a pro rata portion of the Stockholders’ Restricted Stock from such lock-up. Notwithstanding the foregoing, the holders of at least fifty eight percent (58%) of the Conversion Shares may waive, on behalf of all holders of Restricted Stock, the provisos set forth in clauses (i) and (ii).

(h)      Notwithstanding the provisions of Section 7(a), for a period not to exceed 90 days, the Company shall not be obligated to prepare and file a registration statement pursuant to Section 7(a) at any time when the Company, in its good faith judgment after consultation with counsel, reasonably believes and delivers a certificate signed by the President or Chief Executive Officer stating that the filing thereof at the time requested, or the offering of Restricted Stock pursuant thereto, would materially and adversely affect (i) the Company’s ability to consummate a pending transaction that is material to the business of the Company and its Subsidiaries taken as a whole or (ii) (A) a pending or scheduled public offering of the Company’s securities, (B) an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction by or of the Company, (C) pre-existing and continuing negotiations, discussions or pending proposals with respect to any of the transactions described in clause (B) of this sentence, or (D) the

Page 27 of 49

financial condition of the Company in view of the disclosure of any pending or threatened litigation, claim, assessment or governmental investigation which may be required thereby; and the failure to disclose any material information with respect to the foregoing clauses (A) through (D) would cause a violation of the Securities Act or the Exchange Act; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period.

(i)        The Company shall not grant to any third party any registration rights more favorable than or inconsistent with any of those contained herein, so long as any of the registration rights under this Agreement remains in effect.

(j)        If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid or unenforceable provision were not contained herein.

(k)        Wherever in this Agreement there is a reference to a specific number of shares of Common Stock or Preferred Stock or Restricted Stock of the Company, then, upon the occurrence of any subdivision, combination or stock dividend of such class or series of stock occurring after March 22, 2010, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the affect on the outstanding shares of such class or series of stock by such subdivision, combination or stock dividend.

[Signature pages follow]

Page 28 of 49

IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amended and Restated Investor Rights Agreement to be executed as an instrument under seal as of the date first above written.

**********

COMPANY:
KAYAK SOFTWARE CORPORATION
BY:	/s/ Steve Hafner
Name: Steve Hafner
Title: CEO

Signature Page to the Investor Rights Agreement

FOUNDERS:

/s/ Daniel Stephen Hafner

Daniel Stephen Hafner

/s/ Paul English

Paul English

/s/ Jean English

Jean English

/s/ Paul M. English

Paul M. English 2009 Charitable Remainder Unitrust I

/s/ Paul M. English

Paul M. English 2009 Charitable Remainder Unitrust II

Signature Page 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 GP II, LLC		BY:  General Catalyst GP III, LLC
Its General Partner		Its General Partner
By:	/s/ William J. Fitzgerald	By:	/s/ William J. Fitzgerald
Name:  William J. Fitzgerald		Name: William J. Fitzgerald
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 GP II, LLC		By:  General Catalyst GP III, LLC.
Its General Partner		Its General Partner
By:	/s/ William J. Fitzgerald	By:	/s/ William J. Fitzgerald
Name:  William J. Fitzgerald		Name: William J. Fitzgerald
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/ William J. Fitzgerald	By:	/s/ William J. Fitzgerald
Name: William J. Fitzgerald		Name: William J. Fitzgerald
Title: Member and Chief Financial Officer		Title: Member and Chief Financial Officer

Signature Page to the Investor Rights Agreement

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/ William J. Fitzgerald
Name:  William J. Fitzgerald
Title:    Member and Chief Financial Officer

Signature Page 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/ Michael Moritz
Name:  Michael Moritz
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/ Michael Moritz
Name:  Michael Moritz
Title:  Managing Member

Signature Page to the Investor Rights Agreement

/s/ Greg Slyngstad

Greg Slyngstad

Signature Page to the Investor Rights Agreement

 /s/ Daniel Stephen Hafner

Daniel Stephen Hafner

Signature Page to the Investor Rights Agreement

/s/ Paul English

Paul English

/s/ Jean English

Jean English

Signature Page to the Investor Rights Agreement

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.P.
Its: General Partner
By:	(illegible)
Name:
Title: Attorney in Fact

Signature Page to the Investor Rights Agreement

GOLDHILL VENTURE LENDING 03, L.P.
By:
Name:
Title:
INSTITUTIONAL VENTURE PARTNERS XII, L.P.
By: Institutional Venture Management XII, LLC
Its: General Partner
By:	(illegible)
Managing Director

Address:

3000 Sand Hill Road

Building 2, Suite 250

Menlo Park, CA 94025

Facsimile: (650) 854-5762

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.

20 University Road, Suite 450

Cambridge, MA 02138

Fax: (617) 234-7040

Attn: Joel Cutler

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

3000 Sand Hill Road

Bldg 4, Suite 180

Menlo Park, CA 94025

America Online, Inc.

22000 AOL Way

Dulles, VA 20166

Attn: Deputy General Counsel

Fax: (703) 265-1105

Daniel Stephen Hafner

2347 Bronson Road

Fairfield, CT 06824

Fax: (203) 8993125

Paul English

204 Pleasant Street

Arlington, MA 02474

Fax: (781) 648-1500

Jean English

204 Pleasant Street

Arlington, MA 02474

Fax: (781) 648-1500

Greg Slyngstad

1736 W. Beaver Lake Drive SE

Sammamish, WA 98075

Fax: (425) 837-9403

Accel London II, L.P.

Accel London Investors 2006 L.P.

428 University Avenue

Palo Alto, CA 94301-1812

Fax: (650) 614-4880

Attn: Richard Zamboldi

Notices also sent to

Accel Partners

16 St. James’s Street

London SW1A 1ER

United Kingdom

Fax: +44 (0) 20 7170 1099

Attn: Jonathan Biggs

Attn: Harry Nelis

Norwest Venture Partners VII-A

Norwest Venture Partners X, LP

525 University Avenue

Palo Alto, Ca. 94301

650.321.8000

Oak Investment Partners XII, Limited Partnership

One Gorham Island

Westport, CT 06880

Attn: Iftikar A. Ahmed

Tenaya Capital V, L.P.

Tenaya Capital V V-P, L.P.

Tenaya Capital B, LP

2965 Woodside Road, Suite A

Woodside, CA 94062

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.

505 Hamilton Ave, Suite 200

Palo Alto, CA 94301

Gold Hill Venture Lending 03, L.P.

Two Newton Executive Park, Suite 203

Newton, MA 02462

Founders:

Daniel Stephen Hafner

2347 Bronson Road

Fairfield, CT 06824

Fax: (203) 899-3125

Paul English

204 Pleasant Street

Arlington, MA 02474

Jean English

204 Pleasant Street

Arlington, MA 02474

Paul M. English 2009 Charitable Remainder Unitrust I

c/o Paul English

204 Pleasant Street

Arlington, MA 02474

Paul M. English 2009 Charitable Remainder Unitrust II

c/o Paul English

204 Pleasant Street

Arlington, MA 02474

Exhibit A

Non-Disclosure and Developments Agreement

EX-4.4

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/ Daniel Stephen Hafner
Name:	Daniel Stephen Hafner
Title:	President

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

FOUNDERS:

/s/ Daniel Stephen Hafner

Daniel Stephen Hafner

/s/ Paul English

Paul English

/s/ Jean A. English

Jean A. English

The Paul M. English 2009 Charitable Remainder Unitrust I

By: /s/ Paul M. English

Name: Paul M. English, Trustee

By: /s/ Jean A. English

Name: Jean A. English, Trustee

The Paul M. English 2009 Charitable Remainder Unitrust II

By: /s/ Paul M. English

Name: Paul M. English, Trustee

By: /s/ Jean A. English

Name: Jean A. 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/ William J. Fitzgerald	By:	/s/ William J. Fitzgerald
Name: William J. Fitzgerald		Name: William J. Fitzgerald
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 GP II, LLC		By: General Catalyst GP III, LLC
Its General Partner		Its General Partner
By:	/s/ William J. Fitzgerald	By:	/s/ William J. Fitzgerald
Name: William J. Fitzgerald		Name: William J. Fitzgerald
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/ William J. Fitzgerald	By:	/s/ William J. Fitzgerald
Name: William J. Fitzgerald		Name: William J. Fitzgerald
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/ William J. Fitzgerald
Name: William J. Fitzgerald
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/ Michael Moritz
Name: Michael Moritz
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/ Michael Moritz
Name: Michael Moritz
Title: Managing Member

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

INVESTOR:

/s/ Greg Slyngstad

Greg Slyngstad

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

INVESTOR:

/s/ Daniel Stephen Hafner

Daniel Stephen Hafner

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

INVESTOR:

/s/ Paul English

Paul English

/s/ Jean A. English

Jean A. 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/ Iftikar A. Ahmed
Name: Iftikar A. Ahmed
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.

20 University Road, Suite 450

Cambridge, MA 02138

Fax: (617) 234-7040

Attn: Joel Cutler

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

3000 Sand Hill Road

Bldg 4, Suite 180

Menlo Park, CA 94025

America Online, Inc.

22000 AOL Way

Dulles, VA 20166

Attn: Deputy General Counsel

Fax: (703) 265-1105

Daniel Stephen Hafner

1316 Pequot Avenue

Southport, CT 06890

Fax: (203) 8993125

Paul English

204 Pleasant Street

Arlington, MA 02474

Fax: (781) 648-1500

Greg Slyngstad

1736 W. Beaver Lake Drive SE

Sammamish, WA 98075

Fax: (425) 837-9403

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

Accel London II, L.P.

Accel London Investors 2006 L.P.

428 University Avenue

Palo Alto, CA 94301-1812

Fax: (650) 614-4880

Attn: Richard Zamboldi

Notices also sent to

Accel Partners

16 St. James’s Street

London SW1A 1ER

United Kingdom

Fax: +44 (0) 20 7170 1099

Attn: Jonathan Biggs

Attn: Harry Nelis

Norwest Venture Partners VII-A

Norwest Venture Partners X, LP

525 University Avenue

Palo Alto, Ca. 94301

650.321.8000

Oak Investment Partners XII, Limited Partnership

One Gorham Island

Westport, CT 06880

Attn: Iftikar A. Ahmed

Lehman Brothers Venture Partners V L.P.

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

3000 Sand Hill Road, Building 3, Suite 190

Menlo Park, California 94025-7103

Tenaya Capital B, LP

3000 Sand Hill Road, Building 3, Suite 190

Menlo Park, California 94025-7103

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.

505 Hamilton Avye, Suite 200

Palo Alto, CA 94301

Gold Hill Venture Lending 03, L.P.

Two Newton Executive Park, Suite 203

Newton, MA 02462

The Paul M. English 2009 Charitable Remainder Unitrust I

204 Pleasant Street

Arlington, MA 02476

The Paul M. English 2009 Charitable Remainder Unitrust II

204 Pleasant Street

Arlington, MA 02476

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

Jean A. English

51 Winchester Road

Arlington, MA 02474

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

Founders:

Daniel Stephen Hafner

1316 Pequot Avenue

Southport, CT 06890

Fax: (203) 899-3125

Paul English

204 Pleasant Street

Arlington, MA 02474

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

EX-4.5

Exhibit 4.5

STOCKHOLDERS’ AGREEMENT

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 collectively as the “Investors”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed thereto in the Stock Purchase Agreement, dated as of the date hereof, by and among the Company, the Holders and the Seller Representative (as defined therein) (the “Purchase Agreement’).

WITNESSETH:

WHEREAS, the Company has agreed to issue to the Holders an aggregate of up to Eight Hundred Twenty Five Thousand (825,000) shares of Common Stock pursuant to the Purchase Agreement;

WHEREAS, the execution and delivery of the Agreement by the Company and the Holders is a condition precedent to the obligations of Company and the Holders, respectively, under the Purchase Agreement; and

WHEREAS, each Investor currently holds shares of the Company’s (i) Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Stock”), (ii) Series A-1 Convertible Preferred Stock, par value $0.001 per share (the “Series A-1 Stock”, and collectively with the Series A Stock, the “Series A Preferred Stock”), (iii) Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Stock”), (iv) Series B-I Convertible Preferred Stock, par value $0.001 per share (the “Series   B-1 Stock”, and collectively with the Series B Stock, the “Series B Preferred Stock”), (v) Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”) and/or (vi) Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Stock,” and collectively with the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and any other shares of Preferred Stock of the Company issued after the date hereof, the “Convertible Preferred Stock”);

NOW, THEREFORE, for good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Company and the Holders hereby agree as follows:

1. Prohibited Transfers. The Holders shall not sell, assign, transfer, pledge, hypothecate, mortgage or dispose of, by gift or otherwise, or in any way encumber, all or any

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part of the Shares (as hereinafter defined) owned by them except in compliance with the terms of this Agreement. For purposes of this Agreement, the term “Shares” shall mean only those shares of Common Stock acquired by the Holders pursuant to the Purchase Agreement. The Company shall not transfer on its books any Shares which are subject to this Agreement unless the provisions hereof have been complied with in full. Any purported transfer by a Holder of Shares without full compliance with the provisions of this Agreement shall be null and void.

2. Right of First Refusal on Dispositions by the Holders. If at any time any Holder wishes to sell, assign, transfer or otherwise dispose of any or all Shares owned by such Holder to a third party, such Holder shall submit a written offer to sell such Shares to the Company and the Investors on terms and conditions, including price, not less favorable to the Company and the Investors than those on which such Holder proposes to sell such Shares to such third party (the “Offer”). The Offer shall disclose the identity of the proposed purchaser or transferee, the Shares proposed to be sold or transferred (the “Offered Shares”), the agreed terms of the sale or transfer, including price, and any other material facts relating to the sale or transfer. The Investors shall, subject to the first sentence of Section 3, have the right to purchase, on the same terms and conditions set forth in the Offer, that portion of the Offered Shares to be determined in the manner set forth herein. Each Investor shall have the right to purchase up to that number of Offered Shares as shall be equal to the aggregate Offered Shares multiplied by a fraction, the numerator of which is the number of shares of Common Stock issued or issuable to such Investor upon the conversion of all shares of Convertible Preferred Stock held by such Investor (the “Conversion Shares”) and the denominator of which is the aggregate number of Conversion Shares held by all Investors. The number of Offered Shares each Investor or Qualified Transferee, as that term is defined below, is entitled to purchase under this Section 2 shall be referred to as such Investor’s “Pro Rata Fraction.” Each Investor shall have the right to transfer its right to any Pro Rata Fraction or part thereof to any Qualified Transferee (as defined below). In the event an Investor does not wish to purchase or to transfer its right to purchase its Pro Rata Fraction, then any Investors who so elect shall have the right to purchase, on a pro rata basis with any other Investors who so elect, any Pro Rata Fraction not purchased by an Investor or Qualified Transferee. Each Investor shall act upon the Offer as soon as practicable after receipt of the Offer, and in all events within fifteen (15) days after receipt of the Offer. Each Investor shall have the right to accept the Offer as to all or part of the Offered Shares. In the event that an Investor shall elect to purchase all or part of the Offered Shares covered by the Offer, said Investor shall individually communicate in writing such election to purchase to whichever of the Holders has made the Offer, which communication shall be delivered in accordance with Section 11 below and shall, when taken in conjunction with the Offer be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of the Offered Shares covered thereby.

If the Investors do not exercise their right to purchase all of the Offered Shares from a Holder within said fifteen-day period, such Holder shall promptly notify the Company in writing (the “Company Notice”) as to the number of Offered Shares which the Investors shall not have agreed to purchase (the “Remaining Shares”). Subject to the approval of the holders of at least fifty eight percent (58%) of the votes attributable to all outstanding shares of Convertible Preferred Stock (voting as a separate class on an as-converted to Common Stock basis) (the “Requisite Investors”), the Company shall have the right to purchase any or all of the Remaining Shares on the same terms and conditions as set forth in the Offer. If the Company elects to purchase any Remaining Shares, it shall notify the Holder within fifteen days after receipt of the Company Notice (the “Final Date”).

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For purposes of this Section 2, a “Qualified Transferee” of an Investor shall mean any person (i) who is an Investor, (ii) who is an “affiliated person” of an Investor, as that term is defined in the Investment Company Act of 1940, (iii) who is a partner of an Investor, or (iv) who previously acquired at least 250,000 shares of Convertible Preferred Stock (as adjusted for stock splits, stock dividends, reclassifications, recapitalizations or other similar events).

3. Right of Participation in Sales by Holders. In the event that the Investors and the Company do not exercise their rights under Section 2 with respect to all of the Offered Shares, then the transferring Holder may, subject to the provisions of this Section 3, sell, assign, transfer or otherwise dispose of the Offered Shares as to which neither the investors nor the Company exercised such rights (such shares, the “Final Remaining Shares”) to the third party named in the Offer (the “Purchaser”). Before any such sale, assignment, transfer or other disposition, each Investor shall have the right to require, as a condition to such sale or disposition, that the Purchaser purchase from said Investor at the same price per Share (which shall be calculated on a Common Stock equivalent basis if the Stock (as defined in Section 6) to be sold by an Investor is of a different class or series of stock from that of the Shares) and on the same terms and conditions as involved in such sale or disposition by the Holder up to a number of shares of Stock as is equal to the product of (x) the number of Final Remaining Shares proposed to be sold by the Holder, times (y) a fraction, the numerator of which is the number of Conversion Shares held by such Investor and the denominator of which is the aggregate number of Conversion Shares held by all investors electing to participate in the sale pursuant to this Section 3 plus the number of shares of Stock owned by the selling Holder (calculated on an as-converted to Common Stock basis). Each Investor wishing so to participate in any such sale or disposition shall notify the selling Holder of such intention as soon as practicable after receipt of the Offer made pursuant to Section 2, and in all events within fifteen (15) days after receipt of the Investor Notice. In the event that an Investor shall elect to participate in such sale or disposition, said Investor shall individually communicate such election to the selling Holder, which communication shall be delivered in accordance with Section 11 below. The Holder and/or each participating Investor shall sell to the Purchaser all, or at the option of the Purchaser, any part of the Stock proposed to be sold by them at not less than the price and upon other terms and conditions, if any, not more favorable to the Purchaser than those originally offered; provided, however, that any purchase of less than all of such Stock by the Purchaser shall be made from the Holder and/or each participating Investor pro rata based on the number of shares such Holder and/or Investors would otherwise be entitled to sell to such Purchaser pursuant to this Section 3. The selling Holder or Investor shall use his or its reasonable best efforts to obtain the agreement of the Purchaser to the participation of the participating Investors in the contemplated sale, and shall not sell any Stock to such Purchaser if such Purchaser declines to permit the participating Investors to participate pursuant to the terms of this Section 3. The provisions of this Section 3 shall not apply to the sale of any Shares by a Holder to an Investor pursuant to an Offer under Section 2.

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4. Compliance with Securities Laws. To the extent that (i) the Investors and the Company do not exercise their rights under Section 2 or Section 3 with respect to any portion of the Offered Shares, and the transferring Holder intends to sell, assign, transfer or otherwise dispose of any Final Remaining Shares to the Purchaser, or (ii) the transferring Holder intends to effect a permitted transfer in accordance with Section 5 herein, then prior to any such proposed transfer or disposition of such Offered Shares, the holder or holders thereof shall provide the notice described in Section 2, and each such notice shall, if requested by the Company, be accompanied by an opinion of counsel satisfactory to the Company to the effect that the proposed transfer may be effected without registration under the Securities Act of 1933, as amended (the “Securities Act’) and any applicable state securities laws, whereupon, subject to any other restrictions on transfer contained herein, the holder of such stock shall be entitled to transfer such stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel shall be required for (i) a transfer to one or more stockholders, partners or members of the transferor (in the case of a transferor that is a corporation, partnership or a limited liability company, respectively), (ii) a transfer to an affiliated corporation (in the case of a transferor that is a corporation) or (iii) a transfer to any Affiliate (as defined below) of any holder; provided, further, however, that any transferee other than a transferee receiving such shares for no consideration shall execute and deliver to the Company a representation letter in form reasonably satisfactory to the Company’s counsel to the effect that the transferee is acquiring such shares for its own account, for investment purposes and without any view to distribution thereof. Each certificate for Stock held by any Holder and transferred as above provided shall bear the legends in substantially the form set forth in Section 14.

For purposes of this Section 4, an “Affiliate” of any person means a person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the first mentioned person. A person shall be deemed to control another person if such first person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the second person, whether through the ownership of voting securities, by contract or otherwise. Without limiting the generality of the foregoing, with respect to an Investor, Affiliate shall also include any person or entity which, directly or indirectly, controls, is controlled by or is under common control with such Investor, including, without limitation, any general partner, officer or director of such Investor and any fund now or hereafter existing which is controlled by one or more general partners of, or shares the same management company as, such Investor.

5. Permitted Transfers. Anything herein to the contrary notwithstanding, the provisions of Sections 2 and 3 shall not apply to (but, for purposes of clarity, the provisions of Section 24 shall apply to): (a) any transfer of Shares to the Company by a Holder pursuant to Section 8 of this Agreement; (b) any sale or transfer by T-Online Venture Fund GmbH & Co. KG (“T- Venture”) to (i) Deutsche Telekom AG, (H) affiliates of Deutsche Telekom AG or T-Venture Holding GmbH within the meaning of § 15 German Stock Corporation Act (AktG) or (iii) funds managed or advised by T-Venture Holding GmbH; (c) any transfer of Shares by a Holder by gift or bequest or through inheritance to, or for the benefit of, any member or members of his or her immediate family (which shall include any spouse, children or grandchildren) or to a trust, partnership or limited liability company for the benefit of such Holder or such members of his or her immediate family; (d) any transfer of Shares by a Holder to a trust in respect of which he or

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she serves as trustee, provided that the trust instrument governing said trust shall provide that such Holder, as trustee, shall retain sole and exclusive control over the voting and disposition of said Shares until the termination of this Agreement; (e) any sale of Common Stock in a public offering pursuant to a registration statement filed by the Company with the Securities and Exchange Commission; and (f) any repurchase of shares of Common Stock by the Company from officers, employees, directors or consultants of the Company which are subject to restrictive stock purchase agreements under which the Company has the option to repurchase such shares at cost (or a lesser amount) upon the occurrence of certain events.

6. Election of Directors.

(a) Board Designation Rights; Initial Members. Each Holder hereby agrees to vote all of the Stock of the Company now owned or hereafter acquired by such party (and attend, in person or by proxy, all meetings of stockholders called for the purpose of electing directors), and agree to take all actions (including, but not limited, to the nomination of specified persons, the execution of written consents and the calling of a stockholder meeting for the purpose of electing such specified persons) to cause and maintain the election to the Board of Directors of the Company, to the extent permitted pursuant to the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time (the “Certificate of Incorporation”), the following:

(i) the then current Chief Executive Officer of the Company as one (1) of the Common Directors (as defined in the Certificate of Incorporation);

(ii) one (1) person designated by mutual agreement of Daniel Stephen Hafner and Paul English, as the other Common Director;

(iii) two (2) persons designated by the holders of at least seventy percent (70%) of the outstanding shares of the Series A Preferred Stock, voting as a separate class on an as-converted to Common Stock basis (the “Series A Designators”), as the two Series A Directors (as defined in the Certificate of Incorporation);

(iv) one (1) person designated by the holders of at least a majority of the outstanding shares of the Series C Stock, voting as a separate class (the “Series C Designators”), as the Series C Director (as defined in the Certificate of Incorporation);

(v) for so long as Sequoia Capital Growth Fund III or one or more of its affiliates (as defined in Rule 501 of Regulation D under the Securities Act) (“Sequoia”) holds at least 1,000,000 shares of the Company’s Preferred Stock (as adjusted from time to time to reflect any stock split, stock dividend, reverse stock split or similar event affecting the Preferred Stock), one (1) person designated by Sequoia as the Series D Director (as defined in the Certificate of Incorporation). In the event Sequoia does not hold at least 1,000,000 shares of the Company’s Preferred Stock (as adjusted from time to time to reflect any stock split, stock dividend, reverse stock split or similar event affecting the Preferred Stock), then, in lieu of Sequoia, the holders of at least a majority of the outstanding shares of the Series D Stock, voting as a separate class, shall be entitled to designate one (1) person as the Series D Director. The individual, entity, or group of individuals and/or entities who has the right to designate the Series D Director pursuant this Section 6(a)(v) shall be referred to herein as the “Series D Designator”; and

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(vi) one (1) person designated jointly by the Series A Designators, the Series C Designators, and the Series D Designator, each voting as a separate series, as the Remaining Director (as defined in the Certificate of Incorporation).

For the purposes of this Agreement, (x) “Stock” shall mean and include all Convertible Preferred Stock and all shares of Common Stock, and all other securities of the Company which may be exchangeable for, convertible into or issued in exchange for or in respect of shares of Common Stock (whether by way of stock split, stock dividends, combination, reclassification, reorganization or any other means), (y) “Board Designee” shall mean any individual who is designated for election to the Company’s Board of Directors pursuant to this Section 6; and (z) “Designator” or “Designators” shall mean, as applicable, any individual, entity, or group of individuals and/or entities who has the right to designate one (1) or more Board Designees for election to the Company’s Board of Directors pursuant to this Section 6.

(b) Removal: Successor Directors. In the absence of any designation from the appropriate Designator or Designators, the Board Designee previously designated by them and then serving shall be reelected if still eligible to serve as provided herein. From time to time during the term of this Agreement, a Designator or Designators may, in their sole discretion:

(i) elect to initiate the removal from the Company’s Board of Directors of any incumbent Board Designee who occupies a board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 6(a), and/or

(ii) designate a new Board Designee for election to a board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 6(a) (whether to replace a prior Board Designee or to fill a vacancy in such board seat); provided, however, that any new Board Designee designated by the Series A Designators, the Series C Designators and the Series D Designator for the Remaining Director must be ratified by the holders of a majority of the outstanding shares of Common Stock, which ratification may not be unreasonably withheld or delayed; provided further, however, no such ratification is required for any new Board Designee who has general experience with marketing and the travel related e-commerce industry.

In the event of an initiation of removal of a Board Designee pursuant to Section 6(b)(i), the Holders shall vote all of the Stock of the Company now owned or hereafter acquired by them (and attend, in person or by proxy, all meetings of stockholders called for the purpose of electing directors), and agree to take all actions to cause the removal from the Company’s Board of Directors of the Board Designee or Designees so designated for removal by the appropriate Designator or Designators; provided, however, in no event shall any party vote to remove any Board Designee unless the appropriate Designator or Designators have so directed pursuant to Section 6(b)(i). In the event of designation of a Board Designee pursuant to Section 6(b)(i), the

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Holders shall vote all of the Stock of the Company now owned or hereafter acquired by them (and attend, in person or by proxy, all meetings of stockholders called for the purpose of electing directors), and agree to take all actions to cause the election to the Company’s Board of Directors of any new Board Designee or Designees so designated for election to the Company’s Board of Directors pursuant to Section 6(b)(ii).

Without the consent of the Requisite Investors, the Holders hereby agree that they will not take any action, by vote or otherwise, to increase the authorized number of directors constituting the Company’s Board of Directors to more than seven (7) directors, unless the holders of Convertible Preferred Stock are then entitled to elect, in addition to the two (2) Series A Directors described in Section 6(a)(iii) above and one Series C Director described in Section 6(a)(iv) above, two additional Series A Directors and one additional Series C Director pursuant to Article 4B, subparagraph 6C of the Certificate of Incorporation (the “Additional Directors”), in which case the Company’s Board of Directors shall consist of no more than ten (10) members. If and for so long as the holders of Convertible Preferred Stock are entitled to elect the Additional Directors pursuant to Article 4B, subparagraph 6C of the Certificate of Incorporation, the Holders agree to vote all of the Stock of the Company now owned or hereafter acquired in favor of the election to the Board of Directors of two (2) persons designated from time to time by the Series A Designators and one (1) person designated from time to time by the Series C Designators.

7. Drag-Along Rights.

(a) lf (a) a majority of the members of the Company’s Board of Directors and (b) the Requisite Investors approve a sale of the Company or all or substantially all of the Company’s assets, whether by means of a merger, consolidation, sale of stock, sale of assets or otherwise (collectively, a “Sale of the Company”), all Holders shall consent to and vote their Shares in favor of the Sale of the Company, and if the Sale of the Company is structured as (i) a merger or consolidation of the Company, or a sale of all or substantially all of the Company’s assets, each Holder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale, or (ii) a sale of the stock of the Company, the Holders shall agree to sell their Shares on the terms and conditions approved by (x) a majority of the members of the Company’s Board of Directors and (y) the Requisite Investors; provided, however, that, (A) all proceeds from such Sale of the Company shall be payable to the holders of the Company’s capital stock in accordance with the Certificate of Incorporation, including, without limitation, Article 4B, Paragraph 3 thereof, which entitles the holders of Convertible Preferred Stock to a liquidation preference payment and other rights set forth therein, except that, at the discretion of the Company’s Board of Directors, holders of shares of Common Stock that are unvested on the date that the Sale of the Company is consummated may receive, in lieu of proceeds from the Sale of the Company and in exchange for their unvested shares of Common Stock, unvested securities or options to acquire securities of the entity surviving the Sale of the Company on an equitable basis, (B) except as set forth in the preceding clause (A), the terms of such Sale of the Company applicable to holders of shares of each series of Convertible Preferred Stock, in their capacities as holders thereof, shall be no less favorable than the terms applicable to the holders of all other series of Convertible Preferred Stock in their capacities as holders thereof and (C) if the Requisite Investors are given the option

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to choose the form of consideration to be received in such Sale of the Company on its Stock, the obligations of a Holder to approve the Sale of the Company under this Section 7 shall be conditioned upon such Holder having received the same option. Subject to the terms and conditions of Section 7(b), each Holder hereby irrevocably constitutes and appoints the Company and any representative or agent thereof with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Holder and in the name of such Holder or in its own name, for the purpose of carrying out the terms of this Section 7, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 7. Such Holder hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.

(b) Notwithstanding the foregoing, a Holder will not be required to comply with Section 7(a) above (and the power of attorney as described in Section 7(a) shall not be effective or enforceable) in connection with any proposed Sale of the Company (the “Proposed Sale”) unless:

(i) the Company or any successor to, or assignee of, the Company complies with the provisions set forth in Section 8;

(ii) any representations and warranties to be made by such Holder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including but not limited to representations and warranties that (w) the Holder holds all right, title and interest in and to the Shares such Holder purports to hold, free and clear of all liens and encumbrances, (x) the obligations of the Holder in connection with the transaction have been duly authorized, if applicable, (y) the documents to be entered into by the Holder have been duly executed by the Holder and delivered to the acquirer and are enforceable against the Holder in accordance with their respective terms and (z) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Holder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency;

(iii) the Holder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders);

(iv) the liability for indemnification, if any, of such Holder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that finds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and is pro rata in proportion to the amount of consideration paid to such Holder in connection with such Proposed Sale (in accordance with the provisions of the Certificate of Incorporation);

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(v) liability shall be limited to such Holder’s applicable share (determined based on the respective proceeds payable to each Holder in connection with such Proposed Sale in accordance with the provisions of the Certificate of Incorporation) of a negotiated aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the amount of consideration otherwise payable to such Holder in connection with such Proposed Sale, except with respect to claims related to fraud, the liability for which need not be limited as to such Holder; and

(vi) upon the consummation of the Proposed Sale, (w) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (x) each holder of a series of Convertible Preferred Stock will receive the same amount of consideration per share of such series of Convertible Preferred Stock as is received by other holders in respect of their shares of such same series, (y) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (z) unless the Requisite Investors elect otherwise by written notice given to the Company at least ten (10) days prior to the effective date of any such Proposed Sale, the aggregate consideration receivable by all holders of the Convertible Preferred Stock and Common Stock shall be allocated among the holders of Convertible Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Convertible Preferred Stock and the holders of Common Stock are entitled in a Liquidation Event (assuming for this purpose that the Proposed Sale is a Liquidation Event) in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Proposed Sale.

(c) Subject to Section 7(b)(vi) above, requiring the same form of consideration to be available to the holders of any single class or series of capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such capital stock will be given the same option.

8. Holder Put Right.

(a) Exercise of Put Right. Each Holder may, upon the terms and conditions set forth in this Section 8, require the Company to repurchase the shares of Common Stock acquired by such Holder pursuant to the Purchase Agreement (such shares, and any shares of the Company’s capital stock issued or issuable with respect to such shares by way of any stock split, stock dividend, reclassification, recapitalization or similar events, the “Put Shares”). To exercise such right, a Holder must deliver, during the Put Exercise Period (as defined below), a written notice to the Company (the “Put Election Notice”), which Put Election Notice must specify either that such Holder desires to sell all of such Holder’s Put Shares to the Company, or if a lesser number, the number of such Holder’s Put Shares that such Holder desires to sell to the Company. Subject to the terms and conditions hereof, the “Put Exercise Period” shall

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commence on the first to occur of the following dates, and shall terminate at the close of business, east coast time, on the thirtieth (30th) Business Day after such first date (subject to extension, for any individual Holder, pursuant to the provisions of this Section 8(a)), whether or not any of the other events specified in the following clauses occur subsequent to such first date:

(i) the date on which the Company consummates a Put Sale Event (as defined below) if such date occurs prior to June 30, 2011; or

(ii) the date that is thirty (30) days after the date that the Company consummates an underwritten public offering of Common Stock; or

(iii) June 30, 2011, if the Company has not consummated prior to such date an underwritten public offering of Common Stock.

For purposes of this Agreement, the following terms have the following meanings:

(1) “Put Sale Event” means either (A) the Company is sold by a sale of all or substantially all of its assets or of its capital stock (including, without limitation, by merger, consolidation or reorganization) to a Person or group of Affiliated Persons either in a single transaction or in a series of related transactions pursuant to which the Gross Per Share Consideration (as defined below) payable to holders of Common Stock in respect of their Put Shares is less than €13.33 per share (as adjusted for any stock split, stock dividend, reclassification. recapitalization or other similar event affecting the shares of Common Stock) or (B) a sale of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole.

(2) “Gross Per Share Consideration” means the aggregate consideration payable in connection with a Put Sale Event to the extent that such consideration consists of cash and/or Freely Tradable Securities, calculated (x) without reduction for applicable taxes or indemnification obligations and (y) to include any portion thereof that is subject to any indemnity escrow or similar provision and (z) to exclude any portion thereof that consists of rights to future payment on account of any earn-outs, contingent payments and similar provisions.

(3) “Freely Tradable Securities” means any securities that are (A) (x) listed for trading on a recognized United States or non-United States national or regional securities exchange or (y) reported through any recognized United States or non-United States automated quotation system and (B) not subject to restrictions on transfer as a result of contractual provisions (excluding restrictions resulting from any indemnity escrow arrangement or similar restriction thereon). For purposes of this Agreement. the value of Freely Tradable Securities shall be deemed to be the average of the closing prices of such securities on the securities exchange or quotation system on which they are primarily traded over the twenty (20) trading days preceding the Put Sale Event.

In the event that the Company has not delivered a written notice to any Holder regarding the occurrence of any of the events described in Sections 8(a)(i) or 8(a)(ii) within five Business Days

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after the occurrence of any such event, then the Put Exercise Period for such Holder shall be automatically extended by the number of days equal to the difference between (x) such fifth Business Day and (y) the date on which the Company delivered such written notice to such Holder (or, in connection with a Qualified Put Sale Event (as defined below), the earlier of such date and the date on which such Holder received any of the Transaction Proceeds (as defined below) with respect thereto). The delivery by a Holder during the Put Exercise Period (as so extended, if applicable) of a Put Election Notice pursuant to this Section 8 shall be deemed to constitute a valid, legally binding and enforceable agreement for the sale by the Holder and purchase by the Company of all of such Holder’s Put Shares (or such lesser number of Put Shares if so specified in such Put Election Notice), at a purchase price per share equal to the Repurchase Price (as defined below).

(b) Repurchase Price. The per share price at which the Company shall repurchase the Put Shares in connection with any Put Election Notice (the “Repurchase Price”) shall be €13.33 per share (as adjusted for any stock split, stock dividend, reclassification, recapitalization or other similar event affecting the shares of Common Stock). The Repurchase Price shall be payable in Euros.

(c) Qualified Put sale Events. Notwithstanding anything to the contrary set forth in this Agreement, in the event that a Put Exercise Period commences with respect to a Put Sale Event that is structured as a purchase of the Company’s capital stock or as a merger, combination, corporate reorganization or similar transaction (such Put Sale Event is referred to as a “Qualified Put Sale Event”), each Holder shall have the right to put back to the Company during such Put Exercise Period all, or a lesser portion, of the consideration received by each Holder in connection with such Qualified Put Sale Event (such proceeds, whether in the form of cash, securities, other property and/or rights to receive any of the foregoing, are collectively referred to as the “Transaction Proceeds”) in exchange for a cash payment equal the product of (i) the Repurchase Price multiplied by (ii) the number of Put Shares held by such Holder immediately prior to the closing of such Qualified Put Sale Event; provided, that, such payment shall be appropriately adjusted if such Holder desires to exchange less than all of such Holder’s Transaction Proceeds. To exercise the put right described in the immediately preceding sentence, a Holder must deliver, during the Put Exercise Period, a written notice to the Company (the “Put Back Right Notice”), which Put Back Right Notice specifies that the Holder wishes to deliver all, or a lesser portion, of the Transaction Proceeds received by such Holder in the Qualified Put Sale Event in exchange for the cash payment described in the immediately preceding sentence. The delivery by a Holder of a Put Back Right Notice pursuant to this Section 8(c) shall be deemed to constitute a valid, legally binding and enforceable agreement for the exchange between the Holder and the Company of the Transaction Proceeds, or such lesser amount actually delivered, by a Holder in exchange for a cash payment equal to the amount described in the first sentence of this Section 8(c).

(d) Closing. Any closing pursuant to this Section 8 (with respect to each applicable Holder, a “Put Closing”) shall take place remotely via the exchange of documents and signatures at such date and time as shall be agreed upon by the Company and the Holder delivering such Put Election Notice or Put Back Right Notice, as applicable, but in no event later than the twentieth (20th) Business Day after the last day of the Put Exercise Period (as extended,

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if applicable). At each Put Closing, the applicable Holder participating in such closing shall deliver to the Company a certificate representing the number of Put Shares being repurchased from such Holder by the Company or the amount of Transaction Proceeds being exchanged between such Holder and the Company, as applicable, at such closing, against payment of the Repurchase Price therefor either by (x) check or wire transfer of immediately available funds payable and delivered to such Holder with respect to any Put Shares which are then not held in the Indemnity Escrow Account or (y) check or wire transfer of immediately available funds payable and delivered to the Escrow Agent for credit to such Holder’s escrowed cash account with respect to any Put Shares which are then held in the Escrow Account.

(e) Miscellaneous. The Company shall not, by amendment to the Certificate of Incorporation (whether by way of merger, operation of law, or otherwise) or through any drag-along or other reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities, agreement or any other action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed in this Section 8 by the Company and shall at all times in good faith assist in the carrying out of all the provisions of this Section 8. As a condition precedent to any Qualified Put Sale Event which causes a Put Exercise Period to commence, the Company shall cause each Person acquiring the Company in such Qualified Put Sale Event to agree in writing to be bound by the terms and conditions of this Agreement, to respect the rights of the Holders under this Section 8 and to perform the Company’s obligations under this Section 8, including without limitation, delivery to each Holder of any notices required by this Section 8.

9. Information Rights.

(a) The Company shall furnish the following information to each Holder upon request:

(i) Quarterly Reports: once available after the end of any of the first three quarters of any fiscal year of the Company, unaudited financial statements of the Company and its Subsidiaries with respect to such quarter as of the end of such quarter, including therein consolidated balance sheets of the Company and its Subsidiaries as of the end of such quarter and consolidated statements of income of the Company and its Subsidiaries for such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, prepared in accordance with generally accepted accounting principles consistently applied (subject to year-end audit adjustments);

(ii) Annual Reports: once available after the end of each fiscal year of the Company, a copy of the annual audit report for such year for the Company and its Subsidiaries, including therein consolidated balance sheets of the Company and its Subsidiaries as of the end of such fiscal year and consolidated statements of income of the Company and its Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all such consolidated statements to be prepared in accordance with generally accepted accounting principles consistently applied; and

Page 12 of 33

(iii) Other Information: such other historical financial information respecting the business or condition of the Company and its Subsidiaries as such Holder may from time to time reasonably request.

(b) Each Holder hereby covenants and agrees that all of the information disclosed to such Holder pursuant to the provisions of Section 9(a) will be kept confidential and such Holder will not disclose or divulge any such information unless such information is or becomes publicly known without violation of this provision by such Holder, or unless the Company gives its written consent to such Holder to release such information; provided, however, that a Holder may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent such persons are bound by a duty of confidentiality or similar ethical obligation and solely to the extent necessary to obtain their services in connection with monitoring its investment in the Company or (ii) as may otherwise be required by law, provided that the Holder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure, and provided further that such Holder shall be responsible for any further disclosure by any person specified in the preceding clause (i) to the extent such further disclosure would have been a violation of this provision if made directly by such Holder. Notwithstanding the foregoing, nothing in this Section 9(b) shall in any way limit the confidentiality obligations of officers or employees of the Company pursuant to the terms of any employment, non-disclosure or similar agreement with the Company.

10. Termination. This Agreement, and the respective rights and obligations of the parties hereto, shall terminate upon the completion of a firm commitment underwritten public offering of Common Stock in which (a) the aggregate gross proceeds received by the Company shall be at least $25,000,000, and (b) the per share price paid by the public for such shares shall be at least $31.09 (appropriately adjusted to reflect any subdivision or combination of the Common Stock occurring after the date hereof) (a “Qualified Public Offering”); provided, however, that (x) Sections 1 through 3 shall terminate on the earlier of (i) the completion of a Qualified Public Offering and (ii) ten (10) years after the date hereof (y) Section 8 shall terminate pursuant to the terms as set forth therein and (z) Section 9(a) shall terminate upon the completion of a firm commitment underwritten public offering of Common Stock by the Company.

11. Notices. Any notices or other communication required to be sent or given hereunder by any of the parties shall in every case be in writing and shall be deemed properly served if (a) delivered personally, (b) sent by certified U.S. Mail, with first class postage prepaid, return receipt requested, (c) delivered by a recognized overnight courier service, with certification of receipt requested, or (d) sent by facsimile transmission with a confirmation copy sent by overnight courier, in each case, to the parties at the addresses and telecopy numbers as set forth below or at such other addresses or telecopy number as may be furnished in writing by any party pursuant to this Section 11 (except that notices of changes of address or a telecopy number shall only be effective upon receipt):

if to the Company or any Holder as of the date of the Agreement, at the address of such party set forth in the Purchase Agreement, with a copy sent to such party’s legal counsel designated in the Purchase Agreement, if applicable;

Page 13 of 33

if to any Investor as of the date of the Agreement, to such party at its address set forth on Schedule I hereto, or the address reflected on the books and records of the Company if such Investor has provided notice to the Company of any change of address subsequent to the date hereof;

if to a Holder who subsequently becomes a party to this Agreement, at its address set forth on the Instrument of Accession pursuant to which such Holder became a party to this Agreement; and

if to a party who subsequently becomes an Investor, at its address set forth on the Instrument of Accession pursuant to which such Investor became a party hereto.

Date of service of such notice shall be (w) the date such notice is personally delivered, (x) three (3) days after the date of mailing if sent by certified U.S. mail, (y) two (2) days after date of delivery to the overnight courier if sent by overnight courier (as evidenced by a written receipt from the courier), or (z) the next succeeding business day after transmission by facsimile.

12. Failure to Deliver Shares. If a Holder becomes obligated to sell any Shares owned by, or held for the benefit of, such Holder to an Investor, a Qualified Transferee or the Company under this Agreement and fails to deliver such shares in accordance with the terms of this Agreement, such Investor, Qualified Transferee or the Company, as applicable, may, at its option, in addition to all other remedies it may have, send to the Company (or in the case of the Company, retain) for the benefit of such Holder the purchase price for such Shares as is herein specified. Thereupon, the Company upon written notice to said Holder, (a) shall cancel on its books the certificate(s) representing the shares to be sold and (b) if applicable shall issue, in lieu thereof, in the name of such Investor or Qualified Transferee, a new certificate(s) representing such Shares, and thereupon all of said Holder’s rights in and to such shares shall terminate. If a Holder transfers any Shares to a Purchaser in violation of this Agreement, the Company may, at the election of a majority of the disinterested members of the Company’s Board of Directors, cancel on the books of the Company any shares of capital stock then held by such Holder, and any such breaching Holder agrees to purchase from the Purchasers and any transferee a number of shares of capital stock equal to the amount so transferred in violation of this Agreement.

13. Specific Performance; Proxy. The rights of the parties under this Agreement are unique and, accordingly, the parties shall, in addition to such other remedies as may be available to any of them at law or in equity, have the right to enforce their rights hereunder by actions for specific performance to the extent permitted by law. The voting of shares of capital stock pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law. Each Holder hereby grants to the Secretary of the Company, in the event that such Holder fails to vote its shares of capital stock as required by Section 6 or Section 7 hereof, a proxy coupled with an interest in all Shares owned by such Holder empowering the Secretary to vote such Shares as to such matters as are set forth in Section 6 or Section 7 hereof, which proxy is irrevocable until this Agreement terminates pursuant to its terms or this Section 13 is amended to remove such grant of proxy in accordance with Section 18 of this Agreement.

Page 14 of 33

14. Restrictive Legends. Each certificate representing Stock issued to the Holders shall, except as otherwise provided herein, be stamped or otherwise imprinted with legends substantially in the following form:

“THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO, AND IN CERTAIN CASES PROHIBITED BY, THE TERMS AND CONDITIONS OF STOCKHOLDERS’ AGREEMENT, DATED AS OF MAY 6, 2010 BY AND AMONG THE COMPANY AND CERTAIN STOCKHOLDERS PARTIES THERETO, AS MAY BE AMENDED FROM TIME TO TIME (THE “STOCKHOLDERS’ AGREEMENT”). THE SECURITIES EVIDENCED HEREBY ARE ALSO SUBJECT TO CERTAIN VOTING AGREEMENTS, RESTRICTIONS AND PROXIES CONTAINED IN THE STOCKHOLDERS’ AGREEMENT. COPIES OF THE STOCKHOLDERS’ AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. BY ACCEPTING ANY INTEREST IN SUCH SECURITIES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT STOCKHOLDERS’ AGREEMENT, INCLUDING THE VOTING PROVISIONS AND RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN”

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED OR QUALIFIED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION OR QUALIFICATION IS AVAILABLE UNDER SUCH ACT AND STATE SECURITIES LAWS.”

A certificate shall not bear the last of such legends if in the opinion of counsel satisfactory to the Company all the securities represented thereby may be publicly sold without registration under the Securities Act, and any applicable state securities laws.

15. Representations and Warranties. The Company and each Holder represents and warrants to each other as follows:

(a) The execution, delivery and performance of this Agreement by such party has been duly authorized by all requisite corporate action (in the case of the Company or Holders that are not individuals) and will not violate any provision of law, any order of any court or other agency of government, by-laws or other governing document (in the case of a party that is not an individual) or any provision of any indenture, agreement or other instrument to which such party or any or its properties or assets is bound, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument of such party or, in the case of the Company, result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company.

Page 15 of 33

(b) This Agreement has been duly executed and delivered by such party and constitutes the legal, valid and binding obligation of such party, enforceable in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

16. Entire Agreement. This Agreement and the Purchase Agreement (including any and all exhibits, schedules and other instruments contemplated thereby) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements or understandings between them or any of them as to such subject matter.

17. Waivers and Further Agreements. Any provision of this Agreement may be waived by an instrument in writing executed and delivered by (i) the Requisite Investors and (ii) the Holders holding at least two-thirds of the Shares held by the Holders (which must include T-Venture), in the aggregate (calculated on an as-converted to Common Stock basis). Any waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of that provision or of any other provision hereof. Each of the parties hereto agrees to execute all such further instruments and documents and to take all such further action as any other party may reasonably require in order to effectuate the terms and purposes of this Agreement. Notwithstanding the foregoing, no waiver may treat one Investor more adversely than any other Investor, or treat one Holder more adversely than any other Holder, without the consent of such Investor or Holder, respectively, adversely affected by such waiver (ignoring for these purposes any disparity resulting solely from the fact that the various parties hereto hold different numbers of shares of Stock).

18. Amendments. Except as otherwise expressly provided herein, any provision of this Agreement may be amended pursuant to an instrument in writing executed and delivered by (a) the Holders holding at least two-thirds of the Shares held by the Holders (which must include T-Venture), in the aggregate (calculated on an as-converted to Common Stock basis), (b) the Company and (c) the Requisite Investors. Notwithstanding the foregoing, (i) no amendment may treat one Investor more adversely than any other Investor without the consent of such Investor adversely affected by such amendment (ignoring for these purposes any disparity resulting solely from the fact that the various Investors hold different numbers of shares of Stock), (ii) no amendment may treat one Holder more adversely than any other Holder without the consent of such Holder (ignoring for these purposes any disparity resulting solely from the fact that the various Holders hold different numbers of shares of Stock), (iii) no amendment, waiver or modification to the rights of a Designator to appoint or remove a Board Designee pursuant to Section 6 shall be effective without the consent of such Designator, (iv) the Company may unilaterally amend Schedule I and/or Exhibit A hereto as required to reflect any changes in the number of shares of Stock of the Company held by any Holder or Investor, or the addition of new Holders or Investors as contemplated by Section 24 and (v) the provisions of Section 6 hereof (and any defined term appearing therein) may be amended or modified from time to time by an instrument in writing executed by the Company and the Requisite Investors.

19. Assignment: Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, legal representatives, successors and permitted transferees, except as may be expressly provided otherwise herein.

Page 16 of 33

20. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and such invalid, illegal and unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

21. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

22. Section Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

23. Governing Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of laws.

24. Additional Parties. Unless otherwise consented to by the Board of Directors, and other than a transfer pursuant to clause (a), (e) or (f) of Section 5, any transferee of Stock held by a Holder shall become a party to this Agreement by executing and delivering to the Company an executed Instrument of Accession in the form of Schedule II hereto. Upon such execution and delivery, such transferee shall be deemed to be a “Holder” hereunder with all of the rights and obligations thereof. The Company may, from time to time, allow one or more third parties to become Investors hereunder upon the execution and delivery to the Company of an executed Instrument of Accession in the form of Schedule II hereto by such third party, whereupon such third party shall be deemed to be an “Investor” hereunder with all of the rights and obligations thereof.

25. Acknowledgement. Notwithstanding anything to the contrary set forth in this Agreement, any obligations of the Holders pursuant to this Agreement shall be made severally, and not jointly, by each Holder as to itself, himself or herself only, and any Holder who has breached any such obligation as to itself, himself or herself shall be liable with respect to all losses as a result of a breach thereof.

26. Currency. References to “Euro” and “€” mean euro in the lawful currency of the European Union.

[signature pages follow]

Page 17 of 33

IN WITNESS WHEREOF, the undersigned have executed this Stockholder Agreement as a sealed instrument as of the day and year first above written.

COMPANY:
KAYAK SOFTWARE CORPORATION
By:     /s/ Daniel Stephen Hafner
Name:	Daniel Stephen Hafner
Title:	Chief Executive officer

[The remainder of this page is intentionally left blank.]

[Signature Page to Stockholders’ 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 GP II, LLC	By:	General Catalyst GP III, LLC
Its General Partner		Its General Partner
By:	/s/ William J. Fitzgerald	By:	/s/ William J. Fitzgerald
Name:	William J. Fitzgerald	Name:	William J. Fitzgerald
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 GP II, LLC	By:	General Catalyst GP III, LLC
Its General Partner		Its General Partner
By:	/s/ William J. Fitzgerald	By:	/s/ William J. Fitzgerald
Name:	William J. Fitzgerald	Name:	William J. Fitzgerald
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/ William J. Fitzgerald	By:	/s/ William J. Fitzgerald
Name:	William J. Fitzgerald	Name:	William J. Fitzgerald
Title:	Member and Chief Financial Officer	Title:	Member and Chief Financial Officer

[Signature Page to Stockholders’ Agreement]

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/ William J. Fitzgerald
Name:	William J. Fitzgerald
Title:	Member and Chief Financial Officer

[Signature Page to Stockholders’ Agreement]

  /s/ Daniel Stephen Hafner

 Daniel Stephen Hafner

  /s/ Paul English

 Paul English

[Signature Page to Stockholder’ Agreement]

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:	/s/ JONATHAN BIGGS
	Name:	JONATHAN BIGGS
	Title:	Attorney in Fact
ACCEL LONDON INVESTORS 2006 L.P
By:	Accel London II Associates L.L.C
Its General Partner
By:	/s/ JONATHAN BIGGS
	Name:	JONATHAN BIGGS
	Title:	Attorney in Fact

[Signature Page to Stockholders’ 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/ Michael Moritz

Name:
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/ Michael Moritz

Name:
Title:	Managing Member

Page 23 of 33

[SIGNATURE PAGE TO STOCKHOLDERS’ AGREEMENT]

OAK INVESTMENT PARTNERS XII, LIMITED PARTNERSHIP

By:    Oak Associates XII, LLC, its General Partner

By:   /s/ Iftikar A. Ahmed

Name:	Iftikar A. Ahmed
Title:	Managing Member

[Signature Page to Stockholders’ Agreement]

HOLDERS:

  /s/ Matthias Zahn, i.V. Stefan Sebastiani

Matthias Zahn, i.V. Stefan Sebastiani

/s/ Wolfgang Heigl

Wolfgang Heigl

/s/ Bernhard von Mellenthin i.V. Stefan Sebastiani

Bernhard von Mellenthin i.V. Stefan Sebastiani

/s/ Lars Jankowfsky

Lars Jankowfsky

/s/ Andreas Stegmann, i.V. S. Sebastiani

Andreas Stegmann, i.V. S. Sebastiani

/s/ Pierre Jacoby-Schrade, i.V. S. Sebastiani

Pierre Jacoby-Schrade, i.V. S. Sebastiani

/s/ Christian Saller, i.V. S. Sebastiani

Christian Saller, i.V. S. Sebastiani

T-Online Venture Fund GmbH & Co. KG

By:	/s/ (illegible)
Name:	(illegible)
Title:
Mayflower GmbH
By:	/s/ i.V. S. Sebastiani
Name:	i.V. S. Sebastiani
Title:

Page 26 of 33

[SIGNATURE PAGE TO STOCKHOLDERS’ AGREEMENT]

SCHEDULE I

KAYAK SOFTWARE CORPORATION

SCHEDULE OF HOLDERS AND INVESTORS

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.

20 University Road, Suite 450

Cambridge, MA 02138

Fax: (617) 234-7040

Attn: Joel Cutler

Daniel Stephen Hafner

1316 Pequot Avenue

Southport, CT 06890

Fax: (203) 899-3125

Paul English

204 Pleasant Street

Arlington, MA 02476

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

3000 Sand Hill Road

Bldg 4, Suite 180

Menlo Park, CA 94025

Oak Investment Partners XII, Limited Partnership

One Gorham Island

Westport, CT 06880

Attu: Iftikar A. Ahmed

Investors:

Accel London II, L.P.

Accel London Investors 2006 L.P.

428 University Avenue

Palo Alto, CA 94301-1812

Fax: (650) 614-4880

Attn: Richard Zamboldi

Notices also sent to

16 St. James’s Street

London SWIA IER

United Kingdom

Fax: +44 (0) 20 7170 1099

Attn: Jonathan Biggs

Attn: Harry Nelis

Holders:

Wolfgang Heigl

Hainstrabe 29,

86830 Schwabmunchen

Germany

Lars Jankowfsky

Elsenheimerstr. 20,

80687 Munich

Germany

Christian Saller

Maximilianstrabe 22,

80539 München

Germany

Pierre Jacoby-Schrade

Sternwaldstrabe 26,

79102 Freiburg

Germany

Andreas Stegmann

Hochvogelstrabe 7,

86163 Augsburg

Germany

Bernhard von Mellenthin

Am Kehlfeld 6,

82266 Inning am Ammersee

Germany

Matthias Zahn

Bandelstrabe 24

80638 München

Germany

Holders:

Mayflower GmbH

Mannhardtstral3e 6,

80538 Munich

Germany

(registered with the commercial register of the Local Court (Amtsgericht) Munich under registration number HRB 142039)

T-Online Venture Fund GmbH & Co. KG

Gotenstrabe 156,

53175 Bonn

Germany

(registered with the commercial register of the Local Court (Amtsgericht) Bonn under HRA 4847)

SCHEDULE II

KAYAK SOFTWARE CORPORATION

INSTRUMENT OF ACCESSION FOR HOLDER

The undersigned,                                         , as a condition precedent to becoming the owner or holder of record of                                          (            ) shares of the                          stock, par value $0.001 per share, of Kayak Software Corporation, a Delaware corporation (the “Company”), or options to purchase such stock, hereby agrees to become a Holder under that certain Stockholders’ Agreement dated as of May , 2010 by and among the Company and other stockholders of the Company party thereto (the “Agreement”). This Instrument of Accession shall take effect and shall become an integral part of, and the undersigned shall become a party to and bound by, said Stockholders’ Agreement immediately upon execution and delivery to the Company of this Instrument of Accession.

The undersigned represents and warrants that (a) it will acquire the Common Stock to be acquired by it for its own account and that the Common Stock is being and will be acquired by it for the purpose of investment and not with a view to distribution or resale thereof; (b) it has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests; and is able to bear the economic risks of an investment in the Common Stock, and at the present time could afford a complete loss of such investment; (c) if an entity, (i) it is duly organized and validly existing under the laws of the state of its formation; (ii) it has the necessary corporate or other power and authority, and has taken all necessary applicable action for the authorization, execution and delivery of and the performance of its obligations under, the Agreement, (d) this Instrument of Accession has been duly executed and delivered by, and constitutes valid, legal, binding and enforceable agreement of, the undersigned, and (e) neither the execution of this Instrument of Accession nor the undertaking of the obligations contained in the Agreement will (i) violate any provision of the organizational documents of the undersigned, if an entity, or (ii) violate or conflict with or result in a breach of any provision of any law, statute, rule, regulation, order, permit, judgment, injunction, decree or other decision of any court or other tribunal or any governmental entity or agency binding on the undersigned. The acquisition by the undersigned of the Common Stock acquired by it shall constitute a confirmation of the representations and warranties made by it as of the date of such acquisition.

[Signature Page Follows)

IN WITNESS WHEREOF, this INSTRUMENT OF ACCESSION has been duly executed by or on behalf of the undersigned as of the date below written.

Signature:

(Print Name)

Address:

Date:

Accepted:

KAYAK SOFTWARE CORPORATION

By:

  Name:

  Title:

Date:

SCHEDULE III

KAYAK SOFTWARE CORPORATION

INSTRUMENT OF ACCESSION FOR INVESTOR

The undersigned,                                         , as a holder of record of                                          (            ) shares of the                      stock, par value $0.001 per share, of Kayak Software Corporation, a Delaware corporation (the “Company”), hereby agrees to become an Investor under that certain Stockholders’ Agreement dated as of                          , 20W by and among the Company and other stockholders of the Company party thereto (the “Agreement”). This Instrument of Accession shall take effect and shall become an integral part of, and the undersigned shall become a party to and bound by, said Stockholders’ Agreement immediately upon execution and delivery to the Company of this Instrument of Accession.

IN WITNESS WHEREOF, this INSTRUMENT OF ACCESSION has been duly executed by or on behalf of the undersigned as of the date below written.

Signature:

(Print Name)

Address:

Date:

Accepted:

KAYAK SOFTWARE CORPORATION

By:

  Name:

  Title:

Date:

EXHIBIT A

HOLDER SHARES

Holder	Shares	Shares Held in Escrow	Shares Subject to Holdback
T-Online Venture Fund GmbH & Co. KG	237,262	—	—
Wolfgang Heigl	97,761	30,028	14,799
Lars Jankowfsky	56,781	17,440	8,595
Christian Saller	44,499	13,668	6,736
Pierre Jacoby-Schrade	21,567	5,753	—
Andreas Stegmann	112,560	30,028	—
Bernhard von Mellenthin	2,025	540	—
Matthias Zahn	82,229	21,936	—
Mayflower GmbH	16,330	4,357	—
Total:	671,114	123,750	30,130

EX-10.1

Exhibit 10.1

KAYAK SOFTWARE CORPORATION

2004 STOCK INCENTIVE PLAN

KAYAK SOFTWARE CORPORATION

2004 STOCK INCENTIVE PLAN

1. ESTABLISHMENT AND PURPOSE.

The Kayak Software Corporation 2004 Stock Incentive Plan (the “Plan”) is established by Kayak Software Corporation, a Delaware corporation (the “Company”), to attract, retain and reward persons eligible to participate in the Plan; motivate Participants to achieve long-term Company goals; and further align Participants’ interests with those of the Company’s stockholders. The Plan is adopted as of March 23, 2004 (the “Effective Date”), subject to approval by the Company’s stockholders within 12 months after such adoption date. Unless the Plan is discontinued earlier by the Board as provided herein, no Award shall be granted hereunder on or after the date 10 years after the Effective Date.

Certain terms used herein are defined as set forth in Section 9.

2. ADMINISTRATION; ELIGIBILITY.

The Plan shall be administered by a Committee; provided, however, that, if at any time no Committee shall be in office, the Plan shall be administered by the Board. The Plan may be administered by different Committees with respect to different groups of Eligible Individuals. As used herein, the term “Administrator” means the Board or any of its Committees as shall be administering the Plan.

The Administrator shall have plenary authority to grant Awards pursuant to the terms of the Plan to Eligible Individuals. Participation shall be limited to such persons as are selected by the Administrator. Awards may be granted as alternatives to, in exchange or substitution for, or replacement of, other Awards outstanding under the Plan or awards outstanding under any other plan or arrangement of the Company or a Subsidiary (including a plan or arrangement of a business or entity, all or a portion of which is acquired by the Company or a Subsidiary). The provisions of Awards need not be the same with respect to each Participant.

Among other things, the Administrator shall have the authority, subject to the terms of the Plan:

(a) to select the Eligible Individuals to whom Awards may from time to time be granted;

(b) to determine whether and to what extent Stock Options, Stock Awards or any combination thereof are to be granted hereunder;

(c) to determine the number of shares of Stock to be covered by each Award granted hereunder;

(d) to approve forms of agreement for use under the Plan;

(e) to determine the terms and conditions, not inconsistent with the terms of this Plan, of any Award granted hereunder (including, but not limited to, the option price, any vesting restriction or limitation, any vesting acceleration or forfeiture waiver and any right of repurchase, right of first refusal or other transfer restriction regarding any Award and the shares of Stock relating thereto, based on such factors or criteria as the Administrator shall determine);

(f) subject to Section 7(a), to modify, amend or adjust the terms and conditions of any Award, at any time or from time to time, including, but not limited to, with respect to (i) performance goals and targets applicable to performance-based Awards pursuant to the terms of the Plan and (ii) extension of the post-termination exercisability period of Stock Options;

(g) to determine to what extent and under what circumstances Stock and other amounts payable with respect to an Award shall be deferred;

(h) to determine the Fair Market Value; and

(i) to determine the type and amount of consideration to be received by the Company for any Stock Award issued under Section 5.

The Administrator shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable, to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreement relating thereto) and to otherwise supervise the administration of the Plan.

Except to the extent prohibited by applicable law, the Administrator may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any portion of its responsibilities and powers to any other person or persons selected by it. Any such allocation or delegation may be revoked by the Administrator at any time. The Administrator may authorize any one or more of their members or any officer of the Company to execute and deliver documents on behalf of the Administrator.

Any determination made by the Administrator or pursuant to delegated authority pursuant to the provisions of the Plan with respect to any Award shall be made in the sole discretion of the Administrator or such delegate at the time of the grant of the Award or, unless in contravention of any express term of the Plan, at any time thereafter. All decisions made by the Administrator or any appropriately delegated officer pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company and Participants.

No member of the Administrator, and no officer of the Company, shall be liable for any action taken or omitted to be taken by such individual or by any other member of the Administrator or officer of the Company in connection with the performance of duties under this Plan, except for such individual’s own willful misconduct or as expressly provided by law.

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3. STOCK SUBJECT TO PLAN.

Subject to adjustment as provided in this Section 3, the aggregate number of shares of Stock which may be delivered under the Plan shall not exceed 2,180,000 shares.

To the extent any shares of Stock covered by an Award are not delivered to a Participant or beneficiary thereof because the Award expires, is forfeited, canceled or otherwise terminated, or the shares of Stock are not delivered because the Award is settled in cash or used to satisfy the applicable tax withholding obligation, such shares of Stock shall not be deemed to have been delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan.

In the event of any Stock dividend, Stock split, combination or exchange of shares of Stock, recapitalization or other change in the capital structure of the Company, corporate separation or division of the Company (including, but not limited to, a split-up, spin-off, split-off or distribution to Company stockholders other than a normal cash dividend), sale by the Company of all or a substantial portion of its assets (measured on either a stand-alone or consolidated basis), reorganization, rights offering, partial or complete liquidation, or any other corporate transaction, Company share offering or other event involving the Company and having an effect similar to any of the foregoing, the Administrator may make such substitution or adjustments in the (A) number and kind of shares that may be delivered under the Plan, (B) number and kind of shares subject to outstanding Awards, (C) exercise price of outstanding Stock Options and (D) other characteristics or terms of the Awards as it may determine appropriate in its sole discretion to equitably reflect such corporate transaction, share offering or other event; provided, however, that the number of shares subject to any Award shall always be a whole number.

4. STOCK OPTIONS.

Stock Options may be granted alone or in addition to other Awards granted under the Plan and may be of two types: Incentive Stock Options and Non-Qualified Stock Options. Any Stock Option granted under the Plan shall be in such form as the Administrator may from time to time approve.

The Administrator shall have the authority to grant any Participant Incentive Stock Options, Non-Qualified Stock Options or both types of Stock Options. Incentive Stock Options may be granted only to employees of the Company and its Subsidiaries. To the extent that any Stock Option is not designated as an Incentive Stock Option or, even if so designated, does not qualify as an Incentive Stock Option, it shall constitute a Non-Qualified Stock Option. Incentive Stock Options may be granted only within 10 years from the date the Plan is adopted, or the date the Plan is approved by the Company’s stockholders, whichever is earlier.

Stock Options shall be evidenced by option agreements, each in a form approved by the Administrator. An option agreement shall indicate on its face whether it is intended to be an agreement for an Incentive Stock Option or a Non-Qualified Stock Option. The grant of a Stock Option shall occur as of the date the Administrator determines.

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Anything in the Plan to the contrary notwithstanding, no term of the Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify the Plan under Section 422 of the Code or, without the consent of the Optionee affected, to disqualify any Incentive Stock Option under Section 422 of the Code.

To the extent that the aggregate Fair Market Value (as determined on the date of grant) of Stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, such Stock Options or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Non-Qualified Stock Options.

Stock Options granted under this Section 4 shall be subject to the following terms and conditions and shall contain such additional terms and conditions as the Administrator shall deem desirable:

(a) Exercise Price. The exercise price per share of Stock purchasable under a Stock Option shall be determined by the Administrator. If the Stock Option is intended to qualify as an Incentive Stock Option, the exercise price per share shall be not less than the Fair Market Value per share on the date the Stock Option is granted, or if granted to an individual who is a Ten Percent Holder, not less than 110% of such Fair Market Value per share.

(b) Option Term. The term of each Stock Option shall be fixed by the Administrator, but no Incentive Stock Option shall be exercisable more than 10 years (or five years in the case of an individual who is a Ten Percent Holder) after the date the Incentive Stock Option is granted.

(c) Exercisability. Except as otherwise provided herein, Stock Options shall be exercisable at such time or times, and subject to such terms and conditions, as shall be determined by the Administrator; provided, however, that unless otherwise approved by unanimous consent of the Board, each Stock Option shall be exercisable and vest (i) with respect to 25% of the shares of Stock subject thereto, one year after the date of grant of such Stock Option and (ii) with respect to the remaining shares of Stock subject thereto, in 36 equal monthly installments on the first day of each month during the three years thereafter. If any Stock Option is exercisable only in installments, the Administrator may at any time waive such installment exercise provisions, in whole or in part, based on such factors as the Administrator may determine. In addition, the Administrator may at any time, in whole or in part, accelerate the exercisability of any Stock Option.

(d) Method of Exercise. Subject to the provisions of this Section 4, Stock Options may be exercised, in whole or in part, at any time during the option term by giving written notice of exercise to the Company specifying the number of shares of Stock subject to the Stock Option to be purchased.

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The option price of any Stock Option shall be paid in full in cash (by certified or bank check or such other instrument as the Company may accept) or by such other method of payment as is approved by the Administrator, in its discretion; provided, however, a form of payment shall not be permitted to the extent it would cause the Company to recognize a compensation expense (or additional compensation expense) with respect to the Stock Option for financial reporting purposes.

No shares of Stock shall be issued upon exercise of a Stock Option until full payment therefor has been made. Upon exercise of a Stock Option (or a portion thereof), the Company shall have a reasonable time to issue the Stock for which the Stock Option has been exercised, and the Optionee shall not be treated as a stockholder for any purposes whatsoever prior to such issuance. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date such Stock is recorded as issued and transferred in the Company’s official stockholder records, except as otherwise provided herein or in the applicable option agreement.

(e) Transferability of Stock Options. Except as otherwise provided in the applicable option agreement, a Non-Qualified Stock Option shall not be transferable except by will or the laws of descent and distribution. An Incentive Stock Option shall not be transferable except by will or the laws of descent and distribution. A Stock Option shall be exercisable, during the Optionee’s lifetime, only by the Optionee or a Representative, it being understood that the terms “holder” and “Optionee” include any Representative. Notwithstanding the foregoing, references herein to the termination of an Optionee’s employment or provision of services shall mean the termination of employment or provision of services of the person to whom the Stock Option was originally granted.

(f) Termination by Death or Disability. Unless otherwise provided in the applicable option agreement, if an Optionee’s employment or provision of services terminates by reason of death or Disability, any Stock Option held by such Optionee may thereafter be exercised, to the extent exercisable at the time of such termination, or on such accelerated basis as the Administrator may determine, for a period of one year from the date of such death or Disability or until the expiration of the stated term of such Stock Option, whichever period is shorter. In the event of termination of employment or provision of services due to death or Disability, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a Non-Qualified Stock Option.

(g) Other Termination. Unless otherwise provided in the applicable option agreement, if an Optionee’s employment or provision of services terminates for any reason other than death or Disability, any Stock Option held by such Optionee

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shall thereupon terminate; provided, however, that, if such termination of employment or provision of services is by the Company without Cause or by the Optionee for Good Reason, such Stock Option, to the extent exercisable at the time of such termination, or on such accelerated basis as the Administrator may determine, may be exercised for the lesser of 90 days from the date of such termination of employment or provision of services or the remainder of such Stock Option’s term, and provided, further, that if the Optionee dies within such period, any unexercised Stock Option held by such Optionee shall, notwithstanding the expiration of such period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of one year from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is shorter. In the event of termination of employment or provision of services for any reason other than death or Disability, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a Non-Qualified Stock Option.

(h) Exception to Termination. Notwithstanding anything in this Plan to the contrary, if an Optionee’s employment by, or provision of services to, the Company or an Affiliate ceases as a result of a transfer of such Optionee from the Company to an Affiliate, or from an Affiliate to the Company, such transfer will not be a termination of employment or provision of services for purposes of this Plan, unless expressly determined otherwise by the Administrator. A termination of employment or provision of services shall occur for an Optionee who is employed by, or provides services to, an Affiliate of the Company if the Affiliate shall cease to be an Affiliate and the Optionee shall not immediately thereafter be employed by, or provide services to, the Company or an Affiliate.

(i) Participant Loans. Except as otherwise prohibited by applicable law, the Administrator may in its discretion authorize the Company to:

(i) lend to an Optionee an amount equal to such portion of the exercise price of a Stock Option as the Administrator may determine; or

(ii) guarantee a loan obtained by an Optionee from a third-party for the purpose of tendering such exercise price.

The terms and conditions of any loan or guarantee, including the term, interest rate, whether the loan is with recourse against the Optionee and any security interest thereunder, shall be determined by the Administrator, except that no extension of credit or guarantee shall obligate the Company for an amount to exceed the lesser of (i) the aggregate Fair Market Value on the date of exercise, less the par value, of the shares of Stock to be purchased upon the exercise of the Stock Option, and (ii) the amount permitted under applicable laws or the regulations and rules of the Federal Reserve Board and any other governmental agency having jurisdiction.

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5. STOCK AWARDS OTHER THAN OPTIONS.

Stock Awards may be directly issued under the Plan (without any intervening options), subject to such terms, conditions, performance requirements, restrictions, forfeiture provisions, contingencies and limitations as the Administrator shall determine; provided, however, that unless otherwise approved by unanimous consent of the Board, each Stock Award shall vest (i) with respect to 25% of the shares of Stock subject thereto, one year after the date of grant of such Stock Award and (ii) with respect to the remaining shares of Stock subject thereto, in 36 equal monthly installments on the first day of each month during the three years thereafter. To the extent approved by unanimous consent of the Board in accordance with the foregoing sentence, Stock Awards may be issued that are fully and immediately vested upon issuance, that vest in one or more installments over the Participant’s period of employment or other service to the Company or upon the attainment of specified performance objectives, or that entitle the Participant to receive a specified number of vested shares of Stock upon the attainment of one or more performance goals or service requirements established by the Administrator.

Shares representing a Stock Award shall be evidenced in such manner as the Administrator may deem appropriate, including book-entry registration or issuance of one or more certificates (which may bear appropriate legends referring to the terms, conditions and restrictions applicable to such Award). The Administrator may require that any such certificates be held in custody by the Company until any restrictions thereon shall have lapsed and that the Participant deliver a stock power, endorsed in blank, relating to the Stock covered by such Award.

A Stock Award may be issued in exchange for any consideration which the Administrator may deem appropriate in each individual instance, including, without limitation:

(i) cash or cash equivalents;

(ii) past services rendered to the Company or any Affiliate; or

(iii) future services to be rendered to the Company or any Affiliate (provided that, in such case, the par value of the stock subject to such Stock Award shall be paid in cash or cash equivalents, unless the Administrator provides otherwise).

A Stock Award that is subject to restrictions on transfer and/or forfeiture provisions may be referred to as an award of “Restricted Stock” or “Restricted Stock Units.”

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6. CHANGE IN CONTROL PROVISIONS.

(a) Impact of Event. Notwithstanding any other provision of the Plan to the contrary, in the event of a Change in Control:

(i) (A) 50% of all Stock Options held by each Optionee that are outstanding as of the date such Change in Control is determined to have occurred and not then exercisable and vested shall become fully exercisable and vested as of such date and (B) the remaining outstanding Stock Options held by such Optionee to the extent not exercisable and vested shall become fully exercisable (x) upon such Optionee’s employment or provision of services being terminated by the Company without Cause or by the Optionee for Good Reason or upon such Optionee’s position, duties, authority or responsibilities, taken as a whole and other than on an isolated, temporary basis, being materially diminished, in either case within one year after the date such Change of Control is determined to have occurred, or (y) upon the date such Change in Control is determined to have occurred if such termination or dimunition occurs within 60 days prior to the date on which such Change of Control is determined to have occurred and such Optionee reasonably demonstrates that such termination or dimunition was at the request of a third party that took actions to effect the Change of Control or otherwise arose in connection with or anticipation of such Change of Control;

(ii) (A) The restrictions applicable to 50% of all outstanding Stock Awards held by each Participant shall lapse, and the Stock relating to such Awards shall become free of all restrictions and become fully vested and transferable, as of the date such Change in Control is determined to have occurred, and (B) the restrictions applicable to the remaining outstanding Stock Awards held by such Participant shall lapse, and the Stock relating such Awards shall become fully vested and transferable, (x) upon such Participant’s employment or provision of services being terminated by the Company without Cause or by the Participant for Good Reason or upon such Participant’s position, duties, authority or responsibilities, taken as a whole and other than on an isolated, temporary basis, being materially diminished, in either case within one year after the date such Change of Control is determined to have occurred, or (y) upon the date such Change in Control is determined to have occurred if such termination or dimunition occurs within 60 days prior to the date on which such Change of Control is determined to have occurred and such Participant reasonably demonstrates that such termination or dimunition was at the request of a third party that took actions to effect the Change of Control or otherwise arose in connection with or anticipation of the Change of Control;

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(iii) (A) All outstanding repurchase rights of the Company with respect to 50% of all outstanding Awards held by each Participant shall terminate as of the date such Change in Control is determined to have occurred, and (B) all outstanding repurchase rights of the Company with respect to the remaining outstanding Awards held by such Participant shall terminate (x) upon such Participant’s employment or provision of services being terminated by the Company without Cause or by the Participant for Good Reason or upon such Participant’s position, duties, authority or responsibilities, taken as a whole and other than on an isolated, temporary basis, being materially diminished, in either case within one year after the date such Change of Control is determined to have occurred, or (y) upon the date such Change in Control is determined to have occurred if such termination or dimunition occurs within 60 days prior to the date on which the Change of Control is determined to have occurred and such Participant reasonably demonstrates that such termination or dimunition was at the request of a third party that took actions to effect the Change of Control or otherwise arose in connection with or anticipation of the Change of Control; and

(iv) (A) Outstanding Awards shall be subject to any agreement of merger or reorganization that effects such Change in Control, which agreement shall provide for:

(w) The continuation of the outstanding Awards by the Company, if the Company is a surviving corporation;

(x) The assumption of the outstanding Awards by the surviving corporation or its parent or subsidiary;

(y) The substitution by the surviving corporation or its parent or subsidiary of equivalent awards for the outstanding Awards; or

(z) Settlement of each share of Stock subject to an outstanding Award for the Change in Control Price (less, to the extent applicable, the per share exercise price) or, to the extent applicable, if the per share exercise price equals or exceeds the Change in Control Price, the outstanding Award shall terminate and be canceled; or

(B) In the absence of any agreement of merger or reorganization effecting such Change in Control, each share of Stock subject to an outstanding Award shall be settled for the Change in Control Price (less, to the extent applicable, the per share exercise price).

(b) Definition of Change in Control. For purposes of the Plan, a “Change in Control” shall mean the occurrence of (i) a Major Transaction after which holders of the

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Company’s securities before the Major Transaction do not beneficially own, directly or indirectly, at least 50% of the combined voting power of the then-outstanding securities of the surviving entity entitled to vote generally in the election of directors immediately after the consummation of the Major Transaction or (ii) a single transaction or a series of transactions pursuant to which any person (within the meaning of Section 13(d) or Section 14(d)(2) of the Exchange Act), excluding any employee benefit plan sponsored by the Company and any affiliates (as defined in Rule 144 under the Securities Act) of the Company prior to such transaction or transactions, acquires the beneficial ownership, directly or indirectly, of a least 50% of the combined voting power of the then-outstanding securities of the Company or the surviving entity, as the case may be, entitled to vote generally in the election of directors immediately after the consummation of the transaction or transactions, except that any acquisitions of securities directly from the Company shall be disregarded for purposes of this clause.

(c) Change in Control Price. For purposes of the Plan, “Change in Control Price” means the highest of (i) the highest reported sales price, regular way, of a share of Stock in any transaction reported on the principal securities exchange or market on which such shares are listed during the 60-day period prior to and including the date of a Change in Control, (ii) if the Change in Control is the result of a tender or exchange offer or a Major Transaction, the highest price per share of Stock paid in such tender or exchange offer or Major Transaction, and (iii) the Fair Market Value of a share of Stock upon the Change in Control. To the extent that the consideration paid in any such transaction described above consists all or in part of securities or other non-cash consideration, the value of such securities or other non-cash consideration shall be determined in the sole discretion of the Board.

7. MISCELLANEOUS.

(a) Amendment. The Board may amend, alter, or discontinue the Plan, but no amendment, alteration or discontinuation shall be made that would adversely affect the rights of a Participant under an Award theretofore granted without the Participant’s consent, except such an amendment (i) made to avoid an expense charge to the Company or an Affiliate, or (ii) made to permit the Company or an Affiliate a deduction under the Code. No such amendment shall be made without the approval of the Company’s stockholders to the extent such approval is required by law, agreement or the rules of any stock exchange or market on which the Stock is listed.

The Administrator may amend the terms of any Stock Option or other Award theretofore granted, prospectively or retroactively, but no such amendment shall adversely affect the rights of the holder thereof without the holder’s consent.

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(b) Unfunded Status of Plan. It is intended that this Plan be an “unfunded” plan for incentive and deferred compensation. The Administrator may authorize the creation of trusts or other arrangements to meet the obligations created under this Plan to deliver Stock or make payments, provided that, unless the Administrator otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded” status of this Plan.

(c) General Provisions.

(i) The Administrator may require each person purchasing or receiving shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to the distribution thereof. The certificates for such shares may include any legend that the Administrator deems appropriate to reflect any restrictions on transfer.

All certificates for shares of Stock or other securities delivered under the Plan shall be subject to such stock transfer orders and other restrictions as the Administrator may deem advisable under the rules, regulations and other requirements of the Commission, any stock exchange or market on which the Stock or other such securities is then listed and any applicable Federal or state securities law, and the Administrator may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(ii) Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting other or additional compensation arrangements for its employees.

(iii) The adoption of the Plan shall not confer upon any employee, director, consultant or advisor any right to continued employment, directorship or service, nor shall it interfere in any way with the right of the Company or any Subsidiary or Affiliate to terminate the employment or service of any employee, consultant or advisor at any time.

(iv) No later than the date as of which an amount first becomes includible in the gross income of the Participant for Federal income tax purposes with respect to any Award under the Plan, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Administrator, withholding obligations may be settled with Stock, including Stock that is part of the Award that gives rise to the withholding requirement. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and

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the Company, its Subsidiaries and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant. The Administrator may establish such procedures as it deems appropriate for the settlement of withholding obligations with Stock.

(v) The Administrator shall establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of the Participant’s death are to be paid.

(vi) Any amounts owed to the Company or an Affiliate by the Participant of whatever nature may be offset by the Company from the value of any shares of Stock, cash or other thing of value under this Plan or an agreement to be transferred to the Participant, and no shares of Stock, cash or other thing of value under this Plan or an agreement shall be transferred unless and until all disputes between the Company and the Participant have been fully and finally resolved and the Participant has waived all claims to such against the Company or an Affiliate.

(vii) The grant of an Award shall in no way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

(viii) If any payment or right accruing to a Participant under this Plan (without the application of this Section (7)(c)(viii)), either alone or together with other payments or rights accruing to the Participant from the Company or an Affiliate (“Total Payments”) would constitute a “parachute payment” (as defined in Section 280G of the Code and regulations thereunder), such payment or right shall be reduced to the largest amount or greatest right that will result in no portion of the amount payable or right accruing under this Plan being subject to an excise tax under Section 4999 of the Code or being disallowed as a deduction under Section 280G of the Code; provided, however, that the foregoing shall not apply to the extent provided otherwise in an Award or in the event the Participant is party to an agreement with the Company or an Affiliate that explicitly provides for an alternate treatment of payments or rights that would constitute “parachute payments.” The determination of whether any reduction in the rights or payments under this Plan is to apply shall be made by the Administrator in good faith after consultation with the Participant, and such determination shall be conclusive and binding on the Participant. The Participant shall cooperate in good faith with the Administrator in making such determination and providing the necessary information for this purpose. The foregoing provisions of this Section 7(c)(viii) shall

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apply with respect to any person only if, after reduction for any applicable Federal excise tax imposed by Section 4999 of the Code and Federal income tax imposed by the Code, the Total Payments accruing to such person would be less than the amount of the Total Payments as reduced, if applicable, under the foregoing provisions of this Plan and after reduction for only Federal income taxes.

(ix) To the extent that the Administrator determines that the restrictions imposed by the Plan preclude the achievement of the material purposes of the Awards in jurisdictions outside the United States, the Administrator in its discretion may modify those restrictions as it determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United States.

(x) The headings contained in this Plan are for reference purposes only and shall not affect the meaning or interpretation of this Plan.

(xi) If any provision of this Plan shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not effect any other provision hereby, and this Plan shall be construed as if such invalid or unenforceable provision were omitted.

(xii) This Plan shall inure to the benefit of and be binding upon each successor and assign of the Company. All obligations imposed upon a Participant, and all rights granted to the Company, hereunder and under any agreement representing an Award hereunder shall be binding upon the Participant’s Representatives.

(xiii) This Plan and each agreement granting an Award constitute the entire agreement with respect to the subject matter hereof and thereof, provided that in the event of any inconsistency between this Plan and such agreement, the terms and conditions of the Plan shall control.

(xiv) In the event there is an effective registration statement under the Securities Act pursuant to which shares of Stock shall be offered for sale in an underwritten offering, a Participant shall not, during the period requested by the underwriters managing the registered public offering, effect any public sale or distribution of shares of Stock received, directly or indirectly, as an Award or pursuant to the exercise or settlement of an Award.

(xv) Except as required by Federal or state securities laws, none of the Company, an Affiliate or the Administrator shall have any duty or obligation to disclose affirmatively to a record or beneficial holder of Stock or an Award, and such holder shall have no right to be advised of,

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any material information regarding the Company or any Affiliate at any time prior to, upon or in connection with receipt or the exercise of an Award or the Company’s purchase of Stock or an Award from such holder in accordance with the terms hereof.

(xvi) This Plan, and all Awards, agreements and actions hereunder, shall be governed by, and construed in accordance with, the laws of the State of Delaware (other than its law respecting choice of law).

8. DEFERRAL OF AWARDS.

The Administrator (in its sole discretion) may permit a Participant to:

(a) have cash that otherwise would be paid to such Participant as a result of the settlement of a Stock Award credited to a deferred compensation account established for such Participant by the Administrator as an entry on the Company’s books;

(b) have Stock that otherwise would be delivered to such Participant as a result of the exercise of a Stock Option converted into an equal number of Stock units; or

(c) have Stock that otherwise would be delivered to such Participant as a result of the exercise of a Stock Option or the settlement of a Stock Award converted into amounts credited to a deferred compensation account established for such Participant by the Administrator as an entry on the Company’s books. Such amounts shall be determined by reference to the Fair Market Value of the Stock as of the date on which they otherwise would have been delivered to such Participant.

A deferred compensation account established under this Section 8 may be credited with interest or other forms of investment return, as determined by the Administrator. A Participant for whom such an account is established shall have no rights other than those of a general creditor of the Company. Such an account shall represent an unfunded and unsecured obligation of the Company and shall be subject to the terms and conditions of the applicable agreement between such Participant and the Company. If the deferral or conversion of awards is permitted or required, the Administrator (in its sole discretion) may establish rules, procedures and forms pertaining to such awards, including (without limitation) the settlement of deferred compensation accounts established under this Section 8.

9. DEFINITIONS.

For purposes of this Plan, the following terms are defined as set forth below:

(a) “Affiliate” means a corporation or other entity controlled by the Company and designated by the Administrator as such.

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(b) “Award” means a Stock Option or Stock Award.

(c) “Board” means the Board of Directors of the Company.

(d) “Cause” means, with respect to the Participant, any one or more of the following: (i) failure or refusal to perform his or her reasonably assigned duties to the Company; (ii) material breach of any employment agreement, any consulting or services agreement, any non-disclosure or non-competition agreement or any other agreement between the Participant and the Company relating to the Participant’s employment or provision of services; (iii) embezzlement, misappropriation of assets or property (tangible or intangible) of the Company; (iv) gross negligence, misconduct, neglect of duties, theft, dishonesty or fraud with respect to the Company, or breach of fiduciary duty to the Company; or (v) the indictment or conviction of a felony, or any crime involving moral turpitude, including a plea of guilty or nolo contendre. Notwithstanding the foregoing, if the Participant and the Company or the Affiliate have entered into an employment, consulting or services agreement that defines the term “Cause” (or a similar term), such definition shall govern for purposes of determining whether such Participant has been terminated for Cause for purposes of this Plan. The determination of Cause shall be made by the Administrator, in its sole discretion.

(e) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

(f) “Commission” means the Securities and Exchange Commission or any successor agency.

(g) “Committee” means a committee of Directors appointed by the Board to administer this Plan. With respect to Options granted after the Company has securities registered under Section 12 of the Exchange Act, if any, insofar as the Committee is responsible for granting Options to Participants hereunder, it shall consist solely of two or more directors, each of whom is a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act, each of whom is also an “outside director” under Section 162(m) of the Code and each of whom is also an “independent director” under the rules of the securities exchange or market on which the Stock is listed.

(h) “Director” means a member of the Board.

(i) “Disability” means any physical incapacity or mental incompetence (i) as a result of which the Participant is unable to perform the essential functions of his or her job or duties for an aggregate of 90 days, whether or not consecutive, during any 180-day period and the Company determines in good faith that such incapacity or incompetence is likely to continue for at least the next 30 days, and (ii) which cannot be reasonably accommodated by the Company without undue hardship.

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Notwithstanding the foregoing, if the Participant and the Company or an Affiliate have entered into an employment, consulting or services agreement which defines the term “Disability” (or a similar term), such definition shall govern for purposes of determining whether such Participant suffers a Disability for purposes of this Plan. The determination of Disability shall be made by the Administrator, in its sole discretion. The determination of Disability for purposes of this Plan shall not be construed to be an admission of disability for any other purpose.

(j) “Eligible Individual” means any officer, employee or director of the Company or a Subsidiary or Affiliate, or any consultant or advisor providing services to the Company or a Subsidiary or Affiliate.

(k) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

(l) “Fair Market Value” means, as of any given date, the fair market value of the Stock as determined by the Administrator or under procedures established by the Administrator. Unless otherwise determined by the Administrator, if the Stock is listed on a stock exchange or market, the Fair Market Value per share shall be the closing sales price per share of the Stock on the principal stock exchange or market on which the Stock is then listed on the date as of which such value is being determined or the last previous day on which a sale was reported.

(m) “Family Member” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a Participant (including adoptive relationships); any person sharing the Participant’s household (other than a tenant or employee); any trust in which the Participant and any of these persons have all of the beneficial interest; any foundation in which the Participant and any of these persons control the management of the assets; any corporation, partnership, limited liability company or other entity in which the Participant and any of these other persons are the direct and beneficial owners of all of the equity interests (provided the Participant and these other persons agree in writing to remain the direct and beneficial owners of all such equity interests); and any personal representative of the Participant upon the Participant’s death for purposes of administration of the Participant’s estate or upon the Participant’s incompetency for purposes of the protection and management of the assets of the Participant.

(n) “Good Reason” means (i) mutual written agreement by the Participant and the Board that Good Reason exists; (ii) a material violation by the Company of its employment, consulting or services agreement with the Participant that continues uncured for a period of thirty (30) days after notice thereof by the Participant; (iii) with respect to a Participant who is an executive officer, demotion of the

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Participant, without his or her prior consent, to a position that does not include significant managerial responsibilities; (iv) reduction in the Participant’s base salary, other than in connection with, and substantially proportionate to, a general salary reduction program that applies to the Company’s similar class of officers or employees; or (v) a relocation of the Company that requires the Participant to commute to an office that is more than sixty miles away from his or her then current place of employment. Notwithstanding the foregoing, if the Participant and the Company or the Affiliate have entered into an employment, consulting or services agreement that defines the term “Good Reason” (or a similar term), such definition shall govern for purposes of determining whether such Participant has been terminated for Good Reason for purposes of this Plan. The determination of Good Reason shall be made by the Administrator, in its sole discretion.

(o) “Incentive Stock Option” means any Stock Option intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the Code.

(p) “Major Transaction” means (x) a merger (or reverse merger), consolidation or other similar business combination in which outstanding shares of Stock are exchanged for cash, securities, and/or other property of another entity, or (y) the sale and lease of all or substantially all of the Company’s assets to another person or entity.

(q) “Non-Employee Director” means a Director who is not an officer or employee of the Company.

(r) “Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option.

(s) “Optionee” means a person who holds a Stock Option.

(t) “Participant” means a person granted an Award.

(u) “Representative” means (i) the person or entity acting as the executor or administrator of a Participant’s estate pursuant to the last will and testament of a Participant or pursuant to the laws of the jurisdiction in which the Participant had his or her primary residence at the date of the Participant’s death; (ii) the person or entity acting as the guardian or temporary guardian of a Participant; (iii) the person or entity which is the beneficiary of the Participant upon or following the Participant’s death; or (iv) any person to whom a Stock Option has been transferred in accordance with Section 4(e) of this Plan; provided that only one of the foregoing shall be the Representative at any point in time as determined under applicable law and recognized by the Administrator.

(v) “Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor thereto.

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(w) “Stock” means common stock, par value $.001 per share, of the Company.

(x) “Stock Award” means an Award, other than a Stock Option, made in Stock or denominated in shares of Stock.

(y) “Stock Option” means an option granted under Section 4.

(z) “Subsidiary” means any company during any period in which it is a “subsidiary corporation” (as such term is defined in Section 424(f) of the Code) with respect to the Company.

(aa) “Ten Percent Holder” means an individual who owns, or is deemed to own, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any parent or subsidiary corporation of the Company, determined pursuant to the rules applicable to Section 422(b)(6) of the Code.

In addition, certain other capitalized terms used herein have the definitions ascribed to them in the first places in which they are used.

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EX-10.2

Exhibit 10.2

KAYAK SOFTWARE CORPORATION

THIRD AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN

TABLE OF CONTENTS

1.	Purpose	1
2.	Definitions	1
3.	Term of the Plan	4
4.	Stock Subject to the Plan	4
5.	Administration	4
6.	Authorization and Eligibility of Grants	5
7.	Specific Terms of Awards	5
8.	Adjustment Provisions	9
9.	Settlement of Awards	11
10.	Reservation of Stock	13
11.	No Special Employment or Other Rights	13
12.	Nonexclusivity of the Plan	13
13.	Termination and Amendment of the Plan	13
14.	Notices and Other Communications	14
15.	Provisions Applicable to Award Recipients Resident in California	14
16.	Governing Law	15

KAYAK SOFTWARE CORPORATION

THIRD AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN

1. Purpose

This Plan is intended to encourage ownership of Stock by employees, consultants and directors of the Company and its Affiliates and to provide additional incentive for them to promote the success of the Company’s business. The Plan is intended to be an incentive stock option plan within the meaning of Section 422 of the Code, but not all Awards are required to be Incentive Options.

2. Definitions

As used in this Plan, the following terms shall have the following meanings:

2.1. Accelerate, Accelerated, and Acceleration, when used with respect to an Option, means that as of the time of reference the Option will become exercisable with respect to some or all of the shares of Stock for which it was not then otherwise exercisable by its terms, and, when used with respect to Restricted Stock, means that the Risk of Forfeiture otherwise applicable to the Stock shall expire with respect to some or all of the shares of Restricted Stock then still otherwise subject to the Risk of Forfeiture.

2.2. Affiliate means any corporation, partnership, limited liability company, business trust, or other entity controlling, controlled by or under common control with the Company.

2.3. Award means any grant or sale pursuant to the Plan of Options, Restricted Stock or Stock Grants.

2.4. Award Agreement means an agreement between the Company and the recipient of an Award, setting forth the terms and conditions of the Award.

2.5. Board means the Company’s Board of Directors.

2.6. Cause means, with respect to a Participant, any one or more of the following: (i) failure or refusal to perform the Participant’s reasonably assigned duties to the Company; (ii) material breach of any employment agreement, any consulting or services agreement, any non-disclosure or non-competition agreement or any other agreement between the Optionee and the Company relating to the Participant’s employment or other association with the Company and its Affiliates; (iii) embezzlement, misappropriation of assets or property (tangible or intangible) of the Company; (iv) gross negligence, misconduct, neglect of duties, theft, dishonesty or fraud with respect to the Company, or breach of fiduciary duty to the Company; or (v) the indictment or conviction of a felony, or any crime involving moral turpitude, including a plea of guilty or nolo contendre. Notwithstanding the foregoing, if the Participant and the Company or an Affiliate have entered into an employment, consulting or services agreement that defines the term “Cause” (or a similar term), such definition shall govern for purposes of determining whether the Participant has been terminated for Cause for purposes of the Plan. The determination of Cause shall be made by the Committee, in its sole discretion.

2.7. Change of Control means (a) any merger or consolidation of the Company with or into another person or entity, other than a merger or consolidation in which the holders of capital stock of the Company immediately prior to such merger or consolidation will hold more than fifty percent (50%) of

the capital stock or equity interests of the surviving corporation or the surviving entity, as the case may be, immediately after such merger or consolidation, (b) any sale, transfer or other disposition of all or substantially all the assets of the Company to one or more persons or entities in a single transaction or a series of related transactions or (c) any person or group of persons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly acquires, including but not limited to by means of a merger or consolidation, beneficial ownership (determined pursuant to Securities and Exchange Commission Rule 13d-3 promulgated under the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities, other than (i) the Company or any of its Affiliates, (ii) an employee benefit plan of the Company or any of its Affiliates, (iii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates or (iv) an underwriter temporarily holding securities pursuant to an offering of such securities.

2.8. Code means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto, and any regulations issued from time to time thereunder.

2.9. Committee means any committee of the Board delegated responsibility by the Board for the administration of the Plan, as provided in Section 5 hereof. For any period during which no such committee is in existence “Committee” shall mean the Board and all authority and responsibility assigned to the Committee under the Plan shall be exercised, if at all, by the Board.

2.10. Company means Kayak Software Corporation, a corporation organized under the laws of the State of Delaware.

2.11. Disability means any physical incapacity or mental incompetence (i) as a result of which a Participant is unable to perform the essential functions of the Participant’s job or duties for an aggregate of ninety (90) days, whether or not consecutive, during any 180-day period and the Company determines in good faith that such incapacity or incompetence is likely to continue for at least the next thirty (30) days, and (ii) which cannot be reasonably accommodated by the Company without undue hardship. Notwithstanding the foregoing, if the Participant and the Company or an Affiliate have entered into an employment, consulting or services agreement which defines the term ““Disability” (or a similar term), such definition shall govern for purposes of determining whether the Participant suffers a Disability for purposes of the Plan. The determination of Disability shall be made by the Committee, in its sole discretion. The determination of Disability for purposes of the Plan shall not be construed to be an admission of disability for any other purpose.

2.12. Good Reason means (i) mutual written agreement by a Participant and the Board that Good Reason exists; (ii) a material violation by the Company of its employment, consulting or services agreement with the Participant that continues uncured for a period of thirty (30) days after notice thereof by the Participant; (iii) if such Participant is an executive officer of the Company, demotion of the Participant, without the Participant’s prior consent, to a position that does not include significant managerial responsibilities; (iv) reduction in the Participant’s base salary, other than in connection with, and substantially proportionate to, a general salary reduction program that applies to the Company’s similar class of officers or employees; or (v) a relocation of the Company that requires the Participant to commute to an office that is more than sixty (60) miles away from the Participant’s then current place of employment. Notwithstanding the foregoing, if the Participant and the Company or an Affiliate have entered into an employment, consulting or services agreement that defines the term “Good Reason” (or a similar term), such definition shall govern for purposes of determining whether the Participant has been terminated for Good Reason for purposes of the Plan. The determination of Good Reason shall be made by the Committee, in its sole discretion.

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2.13. Grant Date means the date as of which an Option is granted, as determined under Section 7.1(a) hereof.

2.14. Incentive Option means an Option that by its terms is to be treated as an “incentive stock option” within the meaning of Section 422 of the Code.

2.15. Market Value means the value of a share of Stock on any date as determined by the Committee.

2.16. Nonstatutory Option means any Option that is not an Incentive Option.

2.17. Option means an option to purchase shares of Stock.

2.18. Optionee means a Participant to whom an Option shall have been granted under the Plan.

2.19. Participant means any holder of an outstanding Award under the Plan.

2.20. Plan means this Second Amended and Restated 2005 Equity Incentive Plan of the Company, as amended from time to time, and including any attachments or addenda hereto.

2.21. Restricted Stock means a grant or sale of shares of Stock to a Participant subject to a Risk of Forfeiture.

2.22. Restriction Period means the period of time, established by the Committee in connection with an Award of Restricted Stock, during which the shares of Restricted Stock are subject to a Risk of Forfeiture described in the applicable Award Agreement.

2.23. Risk of Forfeiture means a limitation on the right of the Participant to retain Restricted Stock, including a right in the Company to reacquire the Shares at less than their then Market Value, arising because of the occurrence or non-occurrence of specified events or conditions.

2.24. Stock means common stock, par value $0.001 per share, of the Company and such other securities as may be substituted for Stock pursuant to Section 8 hereof.

2.25. Stock Grant means the grant of shares of Stock not subject to restrictions or other forfeiture conditions.

2.26. Stockholders Agreement means that certain Stock Restriction and Co-Sale Agreement, dated as of March 2, 2004, by and among the Company and the other parties thereto (as may be amended and/or modified and in effect from time to time) or any successor or similar agreement by and among the holders of at least a majority of the outstanding voting securities of the Company and setting forth, among other provisions, restrictions upon the transfer of shares of Stock or on the exercise of rights appurtenant thereto (including but not limited to voting rights).

2.27. Ten Percent Owner means a person who owns, or is deemed within the meaning of Section 422(b)(6) of the Code to own, stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company (or any parent or subsidiary corporations of the Company, as defined in Sections 424(e) and (f), respectively, of the Code). Whether a person is a Ten Percent Owner shall be determined with respect to an Option based on the facts existing immediately prior to the Grant Date of the Option.

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3. Term of the Plan

Unless the Plan shall have been earlier terminated by the Board, Awards may be granted under this Plan at any time in the period commencing on the date of approval of the Plan by the Board and ending immediately prior to the tenth anniversary of the earlier of the adoption of the Plan by the Board or approval of the Plan by the Company’s stockholders. Awards granted pursuant to the Plan within that period shall not expire solely by reason of the termination of the Plan. Awards of Incentive Options granted prior to stockholder approval of the Plan are expressly conditioned upon such approval, but in the event of the failure of the stockholders to approve the Plan shall thereafter and for all purposes be deemed to constitute Nonstatutory Options.

4. Stock Subject to the Plan

At no time shall the number of shares of Stock issued pursuant to or subject to outstanding Awards granted under the Plan, including, without limitation, the number of shares of Stock issued pursuant to Incentive Options, exceed the number which a number of shares equal 12,000,000 minus the Outstanding 2004 Amount; subject, however, to the provisions of Section 8 hereof. For purposes of applying the foregoing limitation, if (a) any Option expires, terminates, or is cancelled for any reason without having been exercised in full, or if any Award of Restricted Stock is forfeited by the recipient or repurchased by the Company, the shares not purchased by the Optionee, forfeited by the recipient or repurchased by the Company shall again be available for Awards to be granted under the Plan, and (b) if any Option is exercised by delivering previously owned shares of Stock in payment of the exercise price therefor, only the net number of shares of Stock issued upon such exercise (i.e., the number of shares of Stock issued by the Company minus the number of shares of Stock delivered by the Optionee in payment of the exercise price) shall be considered to have been issued pursuant to such Option. “Outstanding 2004 Amount” means at any time a number of shares of Stock equal to the sum of (i) the aggregate number, as of such time, of unpurchased shares of Stock underlying all options previously granted and outstanding as of such time under the Company’s 2004 Stock Incentive Plan, (ii) the aggregate number of shares of Stock previously issued in respect of any exercise of options previously granted under under the Company’s 2004 Stock Incentive Plan, whether or not such shares of Stock are outstanding as of such time, and (iii) the aggregate number, as of such time, of shares of Stock which were issued as Awards of Restricted Stock under the Company’s 2004 Stock Incentive Plan excluding any such shares of Stock which have been forfeited by the recipient or repurchased by the Company pursuant to the terms of such Award. Shares of Stock issued pursuant to the Plan may be either authorized but unissued shares or shares held by the Company in its treasury.

5. Administration

The Plan shall be administered by the Committee; provided, however, that at any time and on any one or more occasions the Board may itself exercise any of the powers and responsibilities assigned the Committee under the Plan and when so acting shall have the benefit of all of the provisions of the Plan pertaining to the Committee’s exercise of its authorities hereunder; and provided further, however, that the Committee may delegate to an executive officer or officers the authority to grant Awards hereunder to employees who are not officers, and to consultants, in accordance with such guidelines as the Committee shall set forth at any time or from time to time. Subject to the provisions of the Plan, the Committee shall have complete authority, in its discretion, to make or to select the manner of making all determinations with respect to each Award to be granted by the Company under the Plan including the employee, consultant or director to receive the Award and the form of Award. In making such determinations, the Committee may take into account the nature of the services rendered by the respective employees, consultants, and directors, their present and potential contributions to the success of the Company and its Affiliates, and such other factors as the Committee in its discretion shall deem relevant. Subject to the

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provisions of the Plan, the Committee shall also have complete authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine the terms and provisions of the respective Award Agreements (which need not be identical), and to make all other determinations necessary or advisable for the administration of the Plan. The Committee’s determinations made in good faith on matters referred to in the Plan shall be final, binding and conclusive on all persons having or claiming any interest under the Plan or an Award made pursuant hereto.

6. Authorization and Eligibility of Grants

6.1. Eligibility. The Committee may grant from time to time and at any time prior to the termination of the Plan one or more Awards, either alone or in combination with any other Awards, to any employee of or consultant to one or more of the Company and its Affiliates or to any non-employee member of the Board or of any board of directors (or similar governing authority) of any Affiliate. However, only employees of the Company, and of any parent or subsidiary corporations of the Company, as defined in Sections 424(e) and (f), respectively, of the Code, shall be eligible for the grant of an Incentive Option. Further, in no event shall the number of shares of Stock covered by Options or other Awards granted to any one person in any one calendar year exceed twenty-five percent (25%) of the aggregate number of shares of Stock subject to the Plan.

6.2. General Terms of Awards. Each grant of an Award shall be subject to all applicable terms and conditions of the Plan (including but not limited to any specific terms and conditions applicable to that type of Award set out in the following Section), and such other terms and conditions, not inconsistent with the terms of the Plan, as the Committee may prescribe. No prospective Participant shall have any rights with respect to an Award, unless and until such Participant has executed an agreement evidencing the Award, delivered a fully executed copy thereof to the Company, and otherwise complied with the applicable terms and conditions of such Award.

6.3. Non-Transferability of Awards. Except as otherwise provided in this Section 6.3, Awards shall not be transferable, and no Award or interest therein may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. All of a Participant’s rights in any Award may be exercised during the life of the Participant only by the Participant or the Participant’s legal representative. However, the Committee may, at or after the grant of an Award of a Nonstatutory Option, or shares of Restricted Stock, provide that such Award may be transferred by the recipient to a family member; provided, however, that any such transfer is without payment of any consideration whatsoever and that no transfer shall be valid unless first approved by the Committee, acting in its sole discretion. For this purpose, “family member” means any child, stepchild, grandchild, parent, stepparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, any person sharing the employee’s household (other than a tenant or employee), a trust in which the foregoing persons have more than fifty percent (50%) of the beneficial interests, a foundation in which the foregoing persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than fifty percent (50%) of the voting interests.

7. Specific Terms of Awards

7.1. Options.

(a) Date of Grant. The granting of an Option shall take place at the time specified in the Award Agreement. Only if expressly so provided in the applicable Award Agreement shall the Grant Date be the date on which the Award Agreement shall have been duly executed and delivered by the Company and the Optionee.

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(b) Exercise Price. The price at which shares of Stock may be acquired under each Incentive Option shall be not less than one hundred percent (100%) of the Market Value of Stock on the Grant Date, or not less than one hundred ten percent (110%) of the Market Value of Stock on the Grant Date if the Optionee is a Ten Percent Owner. The price at which shares may be acquired under each Nonstatutory Option shall not be so limited solely by reason of this Section.

(c) Option Period. No Incentive Option may be exercised on or after the tenth anniversary of the Grant Date, or on or after the fifth anniversary of the Grant Date if the Optionee is a Ten Percent Owner. The Option period under each Nonstatutory Option shall not be so limited solely by reason of this Section 7.1(c).

(d) Exercisability. An Option may be immediately exercisable or become exercisable in such installments, cumulative or non-cumulative, as the Committee may determine. In the case of an Option not otherwise immediately exercisable in full, the Committee may Accelerate such Option in whole or in part at any time; provided, however, that in the case of an Incentive Option, any such Acceleration of the Option would not cause the Option to fail to comply with the provisions of Section 422 of the Code or the Optionee consents to the Acceleration.

(e) Termination of Association with the Company. Unless the Committee shall provide otherwise with respect to any Option, if the Optionee’s employment or other association with the Company and its Affiliates ends for any reason, including because of the Optionee’s employer ceasing to be an Affiliate, any outstanding Option of the Optionee shall cease to be exercisable in any respect not later than ninety (90) days following that event and, for the period it remains exercisable following that event, shall be exercisable only to the extent exercisable at the date of that event. Military or sick leave or other bona fide leave shall not be deemed a termination of employment or other association, provided that it does not exceed the longer of ninety (90) days or the period during which the absent Optionee’s reemployment rights, if any, are guaranteed by statute or by contract.

(f) Method of Exercise. An Option may be exercised by the Optionee giving written notice, in the manner provided in Section 14 hereof, specifying the number of shares with respect to which the Option is then being exercised. The notice shall be accompanied by payment in the form of cash or check payable to the order of the Company in an amount equal to the exercise price of the shares to be purchased or, if the Committee had so authorized on the grant of an Incentive Option or on or after the grant of a Nonstatutory Option (and subject to such conditions, if any, as the Committee may deem necessary to avoid adverse accounting effects to the Company), by delivery to the Company of:

(a) shares of Stock having a Market Value equal to the exercise price of the shares to be purchased, or

(b) the Optionee’s executed promissory note in the principal amount equal to the exercise price of the shares to be purchased and otherwise in such form as the Committee shall have approved.

If the Stock becomes traded on an established market, payment of any exercise price may also be made through and under the terms and conditions of any formal cashless exercise program authorized by the Company entailing the sale of the Stock subject to an Option in a brokered transaction (other than to the Company). Receipt by the Company of such notice and payment in any authorized or combination of authorized means shall constitute the exercise of the Option. Within thirty (30) days thereafter but subject to the remaining provisions of the Plan, the Company shall deliver or cause to be delivered to the Optionee or his agent a certificate or certificates for the number of shares then being purchased. Such shares shall be fully paid and nonassessable.

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(g) Limit on Incentive Option Characterization. An Incentive Option shall be considered to be an Incentive Option only to the extent that the number of shares of Stock for which the Option first becomes exercisable in a calendar year do not have an aggregate Market Value (as of the date of the grant of the Option) in excess of the “current limit.” The current limit for any Optionee for any calendar year shall be $100,000 minus the aggregate Market Value at the date of grant of the number of shares of Stock available for purchase for the first time in the same year under each other Incentive Option previously granted to the Optionee under the Plan, and under each other incentive stock option previously granted to the Optionee under any other incentive stock option plan of the Company and its Affiliates, after December 31, 1986. Any shares of Stock that would cause the foregoing limit to be violated shall be deemed to have been granted under a separate Nonstatutory Option, otherwise identical in its terms to those of the Incentive Option.

(h) Notification of Disposition. Each person exercising any Incentive Option granted under the Plan shall be deemed to have covenanted with the Company to report to the Company any disposition of such shares prior to the expiration of the holding periods specified by Section 422(a)(1) of the Code and, if and to the extent that the realization of income in such a disposition imposes upon the Company federal, state, local or other withholding tax requirements, or any such withholding is required to secure for the Company an otherwise available tax deduction, to remit to the Company an amount in cash sufficient to satisfy those requirements.

(i) Rights Pending Exercise. No person holding an Option shall be deemed for any purpose to be a stockholder of the Company with respect to any of the shares of Stock issuable pursuant to his Option, except to the extent that the Option shall have been exercised with respect thereto and, in addition, a certificate shall have been issued therefor and delivered to such holder or his agent.

7.2. Restricted Stock.

(a) Purchase Price. Shares of Restricted Stock shall be issued under the Plan for such consideration, in cash, other property or services, or any combination thereof, as is determined by the Committee.

(b) Issuance of Certificates. Each Participant receiving a Restricted Stock Award, subject to subsection (c) below, shall be issued a stock certificate in respect of such shares of Restricted Stock. Such certificate shall be registered in the name of such Participant, and, if applicable, shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award substantially in the following form:

THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE KAYAK SOFTWARE CORPORATION SECOND AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BY THE REGISTERED OWNER AND KAYAK SOFTWARE CORPORATION. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE OFFICES OF KAYAK SOFTWARE CORPORATION.

(c) Escrow of Shares. The Committee may require that the stock certificates evidencing shares of Restricted Stock be held in custody by a designated escrow agent (which may, but need not be, the Company) until the restrictions thereon shall have lapsed, and that the Participant deliver a stock power, endorsed in blank, relating to the Stock covered by such Award.

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(d) Restrictions and Restriction Period. During the Restriction Period applicable to shares of Restricted Stock, such shares shall be subject to limitations on transferability and a Risk of Forfeiture arising on the basis of such conditions related to the performance of services, Company or Affiliate performance or otherwise as the Committee may determine and provide for in the applicable Award Agreement. Any such Risk of Forfeiture may be waived or terminated, or the Restriction Period shortened, at any time by the Committee on such basis as it deems appropriate.

(e) Rights Pending Lapse of Risk of Forfeiture or Forfeiture of Award. Except as otherwise provided in the Plan or the applicable Award Agreement, at all times prior to lapse of any Risk of Forfeiture applicable to, or forfeiture of, an Award of Restricted Stock, the Participant shall have all of the rights of a stockholder of the Company, including the right to vote, and the right to receive any dividends with respect to, the shares of Restricted Stock. The Committee, as determined at the time of Award, may permit or require the payment of cash dividends to be deferred and, if the Committee so determines, reinvested in additional Restricted Stock to the extent shares are available under Section 4 hereof.

(f) Termination of Association with the Company. Unless the Committee shall provide otherwise for any Award of Restricted Stock, upon termination of a Participant’s employment or other association with the Company and its Affiliates for any reason during the Restriction Period, including because of the Participant’s employer ceasing to be an Affiliate during the Restriction Period, all shares of Restricted Stock still subject to Risk of Forfeiture shall be forfeited or otherwise subject to return to or repurchase by the Company on the terms specified in the Award Agreement; provided, however, that military or sick leave or other bona fide leave shall not be deemed a termination of employment or other association, if it does not exceed the longer of ninety (90) days or the period during which the absent Participant’s reemployment rights, if any, are guaranteed by statute or by contract.

(g) Lapse of Restrictions. If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock, the certificates for such shares shall be delivered to the Participant promptly if not theretofore so delivered.

7.3. Stock Grants. Stock Grants shall be awarded solely in recognition of significant contributions to the success of the Company or its Affiliates in lieu of compensation otherwise already due and in such other limited circumstances as the Committee deems appropriate. Stock Grants shall be made without forfeiture conditions of any kind.

7.4. Awards to Participants Outside the United States. The Committee may modify the terms of any Award under the Plan granted to a Participant who is, at the time of grant or during the term of the Award, resident or primarily employed outside of the United States in any manner deemed by the Committee to be necessary or appropriate in order that the Award shall conform to laws, regulations, and customs of the country in which the Participant is then resident or primarily employed, or so that the value and other benefits of the Award to the Participant, as affected by foreign tax laws and other restrictions applicable as a result of the Participant’s residence or employment abroad, shall be comparable to the value of such an Award to a Participant who is resident or primarily employed in the United States. The Committee may establish supplements to, or amendments, restatements or alternative versions of the Plan for the purpose of granting and administrating any such modified Award. No such modification, supplement, amendment, restatement or alternative version may increase the share limit set forth in Section 4 hereof.

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8. Adjustment Provisions

8.1. Adjustment for Corporate Actions. All of the share numbers set forth in the Plan reflect the capital structure of the Company as of November 10, 2004. Subject to Section 8.2 hereof, if subsequent to such date the outstanding shares of Stock (or any other securities covered by the Plan by reason of the prior application of this Section) are increased, decreased or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to shares of Stock through merger, consolidation, sale of all or substantially all the property of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other distribution with respect to such shares of Stock, an appropriate and proportionate adjustment will be made in (a) the maximum numbers and kinds of shares provided in Section 4 hereof, (b) the numbers and kinds of shares or other securities subject to the then outstanding Awards, (c) the exercise price for each share or other unit of any other securities subject to then outstanding Options (without change in the aggregate purchase price as to which such Options remain exercisable), and (d) the repurchase price of each share of Restricted Stock then subject to a Risk of Forfeiture in the form of a Company repurchase right.

8.2. Treatment Upon Change of Control. Subject to any provisions of then outstanding Awards granting greater rights to the holders thereof, in the event of a Change of Control:

(a) (i) fifty percent (50%) of the then unvested portion of all Options held by an Optionee and outstanding as of the date such Change in Control is determined to have occurred shall Accelerate as of such date and (ii) the remaining outstanding Options held by such Optionee to the extent not exercisable and vested shall Accelerate (A) upon such Optionee’s employment or other association with the Company and its Affiliates being terminated by the Company without Cause or by such Optionee for Good Reason or upon such Optionee’s position, duties, authority or responsibilities, taken as a whole and other than on an isolated, temporary basis, being materially diminished, in either case within one year after the date such Change of Control is determined to have occurred, or (B) upon the date such Change in Control is determined to have occurred if such termination or dimunition occurs within sixty (60) days prior to the date on which such Change of Control is determined to have occurred and such Optionee reasonably demonstrates that such termination or dimunition was at the request of a third party that took actions to effect the Change of Control or otherwise arose in connection with or anticipation of such Change of Control;

(b) (i) with respect to all Awards of Restricted Stock still then subject to a Risk of Forfeiture held by a Participant and outstanding as of the date of such Change in Control, the Risk of Forfeiture applicable to fifty percent (50%) of such Awards of Restricted Stock shall lapse, and the Stock relating to such Awards shall become free of all restrictions and become fully vested and transferable, as of the date such Change in Control is determined to have occurred, and (ii) the Risk of Forfeiture applicable to the remaining Awards of Restricted Stock held by such Participant shall lapse, and the Stock relating to such Awards shall become fully vested and transferable, (A) upon such Participant’s employment or other association with the Company and its Affiliates being terminated by the Company without Cause or by such Participant for Good Reason or upon such Participant’s position, duties, authority or responsibilities, taken as a whole and other than on an isolated, temporary basis, being materially diminished, in either case within one year after the date such Change of Control is determined to have occurred, or (B) upon the date such Change in Control is determined to have occurred if such termination or dimunition occurs within sixty (60) days prior to the date on which such Change of Control is determined to have occurred and such Participant reasonably demonstrates that such termination or dimunition was at the request of a third party that took actions to effect the Change of Control or otherwise arose in connection with or anticipation of the Change of Control;

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(c) (i) all outstanding repurchase rights of the Company with respect to fifty percent (50%) of all outstanding Awards held by a Participant and outstanding as of the date of such Change in Control shall terminate as of the date such Change in Control is determined to have occurred, and (ii) all outstanding repurchase rights of the Company with respect to the remaining outstanding Awards held by such Participant shall terminate (A) upon such Participant’s employment or other association with the Company and its Affiliates being terminated by the Company without Cause or by the Participant for Good Reason or upon such Participant’s position, duties, authority or responsibilities, taken as a whole and other than on an isolated, temporary basis, being materially diminished, in either case within one year after the date such Change of Control is determined to have occurred, or (B) upon the date such Change in Control is determined to have occurred if such termination or dimunition occurs within sixty (60) days prior to the date on which the Change of Control is determined to have occurred and such Participant reasonably demonstrates that such termination or dimunition was at the request of a third party that took actions to effect the Change of Control or otherwise arose in connection with or anticipation of the Change of Control; and

(d) (i) Outstanding Awards shall be subject to any agreement of merger or reorganization that effects such Change in Control, which agreement may provide for any of the following:

(A) the continuation of the outstanding Awards by the Company, if the Company is a surviving corporation;

(B) the assumption of the outstanding Awards by the surviving corporation or its parent or subsidiary;

(C) the substitution by the surviving corporation or its parent or subsidiary of equivalent awards for the outstanding Awards; or

(D) settlement of each share of Stock subject to an outstanding Award for the Change in Control Price (as defined below) (less, to the extent applicable, the per share exercise price) or, to the extent applicable, if the per share exercise price equals or exceeds the Change in Control Price, the outstanding Award shall terminate and be canceled.

(ii) In the absence of any agreement of merger or reorganization effecting such Change in Control, each share of Stock subject to an outstanding Award shall be settled for the Change in Control Price (less, to the extent applicable, the per share exercise price).

As used herein, “Change in Control Price” means the highest of (a) the highest reported sales price, regular way, of a share of Stock in any transaction reported on the principal securities exchange or market on which such shares are listed during the 60-day period prior to and including the date of a Change in Control, (b) if the Change in Control is the result of a tender or exchange offer, the highest price per share of Stock paid in such tender or exchange offer, and (c) the Market Value of a share of Stock upon the Change in Control. To the extent that the consideration paid in any such transaction described above consists all or in part of securities or other non-cash consideration, the value of such securities or other non-cash consideration shall be determined in the sole discretion of the Board.

8.3. Dissolution or Liquidation. Upon dissolution or liquidation of the Company, other than as part of an Acquisition or similar transaction, each outstanding Option shall terminate, but the Optionee (if at the time in the employ of or otherwise associated with the Company or any of its Affiliates) shall have the right, immediately prior to the dissolution or liquidation, to exercise the Option to the extent exercisable on the date of dissolution or liquidation.

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8.4. Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. In the event of any corporate action not specifically covered by Sections 8.1, 8.2 or 8.3 hereof, including but not limited to an extraordinary cash distribution on Stock, a corporate separation or other reorganization or liquidation, the Committee may make such adjustment of outstanding Awards and their terms, if any, as it, in its sole discretion, may deem equitable and appropriate in the circumstances.

8.5. Related Matters. Any adjustment in Awards made pursuant to this Section 8 shall be determined and made, if at all, by the Committee and shall include any correlative modification of terms, including of Option exercise prices, rates of vesting or exercisability, Risks of Forfeiture and applicable repurchase prices for Restricted Stock, which the Committee may deem necessary or appropriate so as to ensure the rights of the Participants in their respective Awards are not substantially diminished nor enlarged as a result of the adjustment and corporate action other than as expressly contemplated in this Section 8. No fraction of a share shall be purchasable or deliverable upon exercise, but in the event any adjustment hereunder of the number of shares covered by an Award shall cause such number to include a fraction of a share, such number of shares shall be adjusted to the nearest smaller whole number of shares. No adjustment of an Option exercise price per share pursuant to this Section 8 shall result in an exercise price that is less than the par value of the Stock.

9. Settlement of Awards

9.1. Violation of Law. Notwithstanding any other provision of the Plan or the relevant Award Agreement, if, at any time, in the reasonable opinion of the Company, the issuance of shares of Stock covered by an Award may constitute a violation of law, then the Company may delay such issuance and the delivery of a certificate for such shares until (a) approval shall have been obtained from such governmental agencies, other than the Securities and Exchange Commission, as may be required under any applicable law, rule, or regulation and (b) in the case where such issuance would constitute a violation of a law administered by or a regulation of the Securities and Exchange Commission, one of the following conditions shall have been satisfied:

(a) the shares are at the time of the issue of such shares effectively registered under the Securities Act of 1933, as amended; or

(b) the Company shall have determined, on such basis as it deems appropriate (including an opinion of counsel in form and substance satisfactory to the Company) that the sale, transfer, assignment, pledge, encumbrance or other disposition of such shares or such beneficial interest, as the case may be, does not require registration under the Securities Act of 1933, as amended, or any applicable State securities laws.

The Company shall make all reasonable efforts to bring about the occurrence of said events.

9.2. Corporate Restrictions on Rights in Stock. Any Stock to be issued pursuant to Awards granted under the Plan shall be subject to all restrictions upon the transfer thereof that may be now or hereafter imposed by the certificate of incorporation and by-laws of the Company. Whenever Stock is to be issued pursuant to an Award, if the Committee so directs at or after grant, the Company shall be under no obligation to issue such shares until such time, if ever, as the recipient of the Award (and any person who exercises any Option, in whole or in part), shall have become a party to and bound by the Stockholders Agreement, if any. In the event of any conflict between the provisions of this Plan and the provisions of the Stockholders Agreement, the provisions of the Stockholders Agreement shall control except as required to fulfill the intention that this Plan constitute an incentive stock option plan within the meaning of Section 422 of the Code, but insofar as possible the provisions of the Plan and such Agreement shall be construed so as to give full force and effect to all such provisions.

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9.3. Investment Representations. The Company shall be under no obligation to issue any shares covered by any Award unless the shares to be issued pursuant to Awards granted under the Plan have been effectively registered under the Securities Act of 1933, as amended, or the Participant shall have made such written representations to the Company (upon which the Company believes it may reasonably rely) as the Company may deem necessary or appropriate for purposes of confirming that the issuance of such shares will be exempt from the registration requirements of that Act and any applicable state securities laws and otherwise in compliance with all applicable laws, rules and regulations, including but not limited to that the Participant is acquiring the shares for his or her own account for the purpose of investment and not with a view to, or for sale in connection with, the distribution of any such shares.

9.4. Registration. If the Company shall deem it necessary or desirable to register under the Securities Act of 1933, as amended, or other applicable statutes any shares of Stock issued or to be issued pursuant to Awards granted under the Plan, or to qualify any such shares of Stock for exemption from the Securities Act of 1933, as amended, or other applicable statutes, then the Company shall take such action at its own expense. The Company may require from each recipient of an Award, or each holder of shares of Stock acquired pursuant to the Plan, such information in writing for use in any registration statement, prospectus, preliminary prospectus or offering circular as is reasonably necessary for that purpose and may require reasonable indemnity to the Company and its officers and directors from that holder against all losses, claims, damage and liabilities arising from use of the information so furnished and caused by any untrue statement of any material fact therein or caused by the omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In addition, the Company may require of any such person that he or she agree that, without the prior written consent of the Company or the managing underwriter in any public offering of shares of Stock, he or she will not sell, make any short sale of, loan, grant any option for the purchase of, pledge or otherwise encumber, or otherwise dispose of, any shares of Stock during the one hundred eighty (180) day period commencing on the effective date of the registration statement relating to the underwritten public offering of securities. Without limiting the generality of the foregoing provisions of this Section 9.4, if in connection with any underwritten public offering of securities of the Company the managing underwriter of such offering requires that the Company’s directors and officers enter into a lock-up agreement containing provisions that are more restrictive than the provisions set forth in the preceding sentence, then (a) each holder of shares of Stock acquired pursuant to the Plan (regardless of whether such person has complied or complies with the provisions of clause (b) below) shall be bound by, and shall be deemed to have agreed to, the same lock-up terms as those to which the Company’s directors and officers are required to adhere; and (b) at the request of the Company or such managing underwriter, each such person shall execute and deliver a lock-up agreement in form and substance equivalent to that which is required to be executed by the Company’s directors and officers.

9.5. Placement of Legends; Stop Orders; etc. Each share of Stock to be issued pursuant to Awards granted under the Plan may bear a reference to the investment representation made in accordance with Section 9.3 hereof in addition to any other applicable restriction under the Plan, the terms of the Award and, if applicable, under the Stockholders Agreement and to the fact that no registration statement has been filed with the Securities and Exchange Commission in respect to such shares of Stock. All certificates for shares of Stock or other securities delivered under the Plan shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of any stock exchange or market upon which the Stock is then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

9.6. Tax Withholding. Whenever shares of Stock are issued or to be issued pursuant to Awards granted under the Plan, the Company shall have the right to require the recipient to remit to the

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Company an amount sufficient to satisfy federal, state, local or other withholding tax requirements if, when, and to the extent required by law (whether so required to secure for the Company an otherwise available tax deduction or otherwise) prior to the delivery of any certificate or certificates for such shares. The obligations of the Company under the Plan shall be conditional on satisfaction of all such withholding obligations and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the recipient of an Award. However, in such cases Participants may elect, subject to the approval of the Committee, acting in its sole discretion, to satisfy an applicable withholding requirement, in whole or in part, by having the Company withhold shares to satisfy their tax obligations. Participants may only elect to have shares withheld having a Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction. All elections shall be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee deems appropriate.

10. Reservation of Stock

The Company shall at all times during the term of the Plan and any outstanding Options granted hereunder reserve or otherwise keep available such number of shares of Stock as will be sufficient to satisfy the requirements of the Plan (if then in effect) and the Options and shall pay all fees and expenses necessarily incurred by the Company in connection therewith.

11. No Special Employment or Other Rights

Nothing contained in the Plan or in any Award Agreement shall confer upon any recipient of an Award any right with respect to the continuation of his or her employment or other association with the Company (or any Affiliate), or interfere in any way with the right of the Company (or any Affiliate), subject to the terms of any separate employment or consulting agreement or provision of law or certificate of incorporation or by-laws of the Company, to the contrary, at any time to terminate such employment or consulting agreement or to increase or decrease, or otherwise adjust, the other terms and conditions of the recipient’s employment or other association with the Company and its Affiliates.

12. Nonexclusivity of the Plan

Neither the adoption of the Plan by the Board nor the submission of the Plan to the stockholders of the Company shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including without limitation, the granting of stock options and restricted stock other than under the Plan, and such arrangements may be either applicable generally or only in specific cases.

13. Termination and Amendment of the Plan

The Board may at any time terminate the Plan or make such modifications of the Plan as it shall deem advisable. Unless the Board otherwise expressly provides, no amendment of the Plan shall affect the terms of any Award outstanding on the date of such amendment. In any case, no termination or amendment of the Plan may, without the consent of any recipient of an Award granted hereunder, adversely affect the rights of the recipient under such Award.

The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, provided that the Award as amended is consistent with the terms of the Plan, but no such amendment shall impair the rights of the recipient of such Award without his or her consent.

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14. Notices and Other Communications

Any notice, demand, request or other communication hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or duly sent by first class registered, certified or overnight mail, postage prepaid, or telecopied with a confirmation copy by regular, certified or overnight mail, addressed or telecopied, as the case may be, (a) if to the recipient of an Award, at his or her residence address last filed with the Company and (b) if to the Company, at its principal place of business, addressed to the attention of its Treasurer, or to such other address or telecopier number, as the case may be, as the addressee may have designated by notice to the addressor. All such notices, requests, demands and other communications shall be deemed to have been received: (a) in the case of personal delivery, on the date of such delivery; (b) in the case of mailing, when received by the addressee; and (c) in the case of facsimile transmission, when confirmed by facsimile machine report.

15. Provisions Applicable to Award Recipients Resident in California

Until such time as the Company’s Stock has been effectively registered under the Securities Act of 1933, as amended, and if required by any applicable law, the following additional terms shall apply to Awards, and Stock issued pursuant to such Awards, granted under the Plan to persons resident in California as of the date of grant of the Award (each such person, a “California Recipient”).

15.1. In the event of an Option that is:

(a) granted to a California Recipient who, as of the Grant Date, owns securities possessing more than ten percent (10%) of the total combining voting power to vote for the election of directors of the Company (a “CA Ten Percent Owner”), the price at which shares of Stock may be acquired under such Option shall not be less than one hundred ten percent (110%) of the “fair value” (determined consistent with Section 260.140.50 of the California Code of Regulations) of the Stock on the Grant Date; and

(b) granted to any other California Recipient, the price at which shares of Stock may be acquired under such Option shall not be less than eighty five percent (85%) of the “fair value” (similarly determined) of the Stock on the Grant Date.

15.2. In the event that an Award of Restricted Stock is granted to a California Recipient, the price at which shares of Stock may be acquired under such Award shall not be less than eighty five percent (85%) of the Market Value of the Stock on the date such award is granted, or, in the case of a Ten Percent Owner, the price shall not be less than one hundred percent (100%) of the Market Value of the Stock on the date such Award is granted. Stock Grants shall not be available to California Recipients.

15.3. If an Option is issued to any California Recipient who is not an officer, director, manager or consultant of the Company, such Option shall become exercisable at the rate of at least twenty percent (20%) per year over five years from the Grant Date. If an Award of Restricted Stock is issued to any California Recipient who is not an officer, director, manager or consultant of the Company, any repurchase option in favor of the Company shall lapse at the rate of at least twenty percent (20%) per year over five (5) years from the date of the Award, shall be exercisable for at most ninety (90) days following termination of employment (or if the Award is issued after termination of employment, following the date of issuance) and shall be exercisable (at a repurchase price that is (a) not less than the fair market value of the Restricted Stock on the date of such termination or (b) at least the original purchase price) solely for cash or cancellation of purchase money indebtedness.

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15.4. No Option issued to any California Recipient shall be transferable other than by gift to an immediate family member as that term is defined under applicable California securities law (or by will or the laws of descent and distribution). No other right to acquire Stock pursuant to an Award granted a California Recipient shall be transferable other than by will or the laws of descent and distribution.

15.5. The following limitations shall apply to the early expiration of Options granted California Recipients on account of termination of employment (unless employment is terminated for cause as defined by applicable law):

(a) Subject to Section 15.5(b) below, in the event the employment or other association with the Company and its Affiliates of an Optionee who is a California Recipient is terminated, whether voluntary or otherwise and including on account of an entity ceasing to be an Affiliate of the Company, such California Recipient shall have at least thirty (30) days after the date of such termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to exercise such Option to the extent exercisable as of the date of such termination.

(b) In the event that the employment or association with the Company and its Affiliates of an Optionee who is a California Recipient is terminated as a result of death or disability, such California Recipient shall have at least six (6) months after the date of such termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to exercise such Option to the extent exercisable as of the date of such termination.

15.6. The Company shall provide financial statements at least annually to each California Recipient during the period he or she holds any Award under the Plan, or any Stock acquired pursuant to an Award granted under the Plan. The Company shall not be required to provide such information if the issuance of Awards under the Plan is limited to key employees whose duties in connection with the Company assure their access to equivalent information. All information provided to California Recipients under the Plan shall be confidential information of the Company and may not be used or disclosed by any California Recipient, unless and until such information is made publicly available by the Company. The Company may require any California Recipient to acknowledge in writing the foregoing obligations.

15.7. The Plan must be approved by the holders of a majority of the outstanding securities entitled to vote within twelve (12) months before or after the date the Plan is adopted by the Company.

16. Governing Law

The Plan and all Award Agreements and actions taken thereunder shall be governed, interpreted and enforced in accordance with the laws of the Commonwealth of Massachusetts without regard to the conflict of laws principles thereof.

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KAYAK SOFTWARE CORPORATION

FIRST AMENDMENT

TO THE

2005 THIRD AMENDED AND RESTATED EQUITY INCENTIVE PLAN

WHEREAS, up to 5,364,496 shares of Common Stock, par value $0.001 per share, of Kayak Software Corporation, a Delaware corporation (the “Company”), are currently reserved under the Company’s 2005 Third Amended and Restated Equity Incentive Plan (the “Plan”); and

WHEREAS, the Board of Directors of the Company, at a meeting held January 31 2008, and the stockholders of the Company, by written consent dated as of April 15, 2008 approved and authorized this First Amendment to the Plan, pursuant to which the number of shares reserved under the Plan shall be increased as set forth herein.

NOW THEREFORE, the Plan is hereby amended and restated as follows:

In Section 4 of the Plan, the number “5,364,496” is hereby deleted and replaced with the number “5,614,496.”

Except as expressly set forth above, all of the terms and provisions of the Plan shall remain in full force and effect and all references to the Plan shall hereinafter be deemed to be references to the Plan as amended by this First Amendment.

KAYAK SOFTWARE CORPORATION

SECOND AMENDMENT

TO THE

2005 THIRD AMENDED AND RESTATED EQUITY INCENTIVE PLAN

WHEREAS, up to 5,614,496 shares of Common Stock, par value $0.001 per share, of Kayak Software Corporation, a Delaware corporation (the “Company”), are currently reserved under the Company’s 2005 Third Amended and Restated Equity Incentive Plan (the “Plan”); and

WHEREAS, the Board of Directors of the Company, at a meeting held January 31 2008, and the stockholders of the Company, by written consent dated as of April 15, 2008 approved and authorized this First Amendment to the Plan, pursuant to which the number of shares reserved under the Plan shall be increased as set forth herein.

NOW THEREFORE, the Plan is hereby amended and restated as follows:

In Section 4 of the Plan, the number “5,614,496” is hereby deleted and replaced with the number “6,614,496.”

Except as expressly set forth above, all of the terms and provisions of the Plan shall remain in full force and effect and all references to the Plan shall hereinafter be deemed to be references to the Plan as amended by this First Amendment.

KAYAK SOFTWARE CORPORATION

THIRD AMENDMENT

TO THE

2005 THIRD AMENDED AND RESTATED EQUITY INCENTIVE PLAN

WHEREAS, up to 6,614,496 shares of Common Stock, par value $0.001 per share, of Kayak Software Corporation, a Delaware corporation (the “Company”), are currently reserved under the Company’s 2005 Third Amended and Restated Equity Incentive Plan (the “Plan”); and

WHEREAS, the Board of Directors of the Company, at a meeting held August 27, 2008, and the stockholders of the Company, by written consent dated as of October 16, 2008 approved and authorized this Third Amendment to the Plan, pursuant to which the number of shares reserved under the Plan shall be increased as set forth herein.

NOW THEREFORE, the Plan is hereby amended and restated as follows:

In Section 4 of the Plan, the number “6,614,496” is hereby deleted and replaced with the number “7,814,496.”

Except as expressly set forth above, all of the terms and provisions of the Plan shall remain in full force and effect and all references to the Plan shall hereinafter be deemed to be references to the Plan as amended by this Third Amendment.

KAYAK SOFTWARE CORPORATION

FOURTH AMENDMENT

TO THE

2005 THIRD AMENDED AND RESTATED EQUITY INCENTIVE PLAN

WHEREAS, up to 7,814,496 shares of Common Stock, par value $0.001 per share, of Kayak Software Corporation, a Delaware corporation (the “Company”), are currently reserved under the Company’s 2005 Third Amended and Restated Equity Incentive Plan, as amended (the “Plan”); and

WHEREAS, the Board of Directors of the Company, at a meeting held July 22, 2009, and the stockholders of the Company, by written consent dated as of October 30, 2009 approved and authorized this Fourth Amendment to the Plan, pursuant to which the number of shares reserved under the Plan shall be increased as set forth herein.

NOW THEREFORE, the Plan is hereby amended and restated as follows:

In Section 4 of the Plan, the number “7,814,496” is hereby deleted and replaced with the number “8,214,496.”

Except as expressly set forth above, all of the terms and provisions of the Plan shall remain in full force and effect and all references to the Plan shall hereinafter be deemed to be references to the Plan as amended by this Fourth Amendment.

KAYAK SOFTWARE CORPORATION

FIFTH AMENDMENT

TO THE

2005 THIRD AMENDED AND RESTATED EQUITY INCENTIVE PLAN

WHEREAS, up to 8,214,496 shares of Common Stock, par value $0.001 per share, of Kayak Software Corporation, a Delaware corporation (the “Company”), are currently reserved under the Company’s 2005 Third Amended and Restated Equity Incentive Plan, as amended (the “Plan”); and

WHEREAS, the Board of Directors of the Company, at a meeting held on December 9, 2009, and the stockholders of the Company, by written consent dated as of February 11, 2010 approved and authorized this Fifth Amendment to the Plan, pursuant to which the number of shares reserved under the Plan shall be increased as set forth herein.

NOW THEREFORE, the Plan is hereby amended and restated as follows:

In Section 4 of the Plan, the number “8,214,496” is hereby deleted and replaced with the number “10,000,000.”

Except as expressly set forth above, all of the terms and provisions of the Plan shall remain in full force and effect and all references to the Plan shall hereinafter be deemed to be references to the Plan as amended by this Fifth Amendment.

KAYAK SOFTWARE CORPORATION

SIXTH AMENDMENT

TO THE

2005 THIRD AMENDED AND RESTATED EQUITY INCENTIVE PLAN

WHEREAS, up to 10,000,000 shares of Common Stock, par value $0.001 per share, of Kayak Software Corporation, a Delaware corporation (the “Company”), are currently reserved under the Company’s 2005 Third Amended and Restated Equity Incentive Plan, as amended (the “Plan”); and

WHEREAS, the Board of Directors of the Company, at a meeting held on September 17, 2010, 2010, and the stockholders of the Company, by written consent dated as of October 1, 2010 approved and authorized this Sixth Amendment to the Plan, pursuant to which the number of shares reserved under the Plan shall be increased as set forth herein.

NOW THEREFORE, the Plan is hereby amended and restated as follows:

In Section 4 of the Plan, the number “10,000,000” is hereby deleted and replaced with the number “12,000,000.”

Except as expressly set forth above, all of the terms and provisions of the Plan shall remain in full force and effect and all references to the Plan shall hereinafter be deemed to be references to the Plan as amended by this Sixth Amendment.

EX-10.4

Exhibit 10.4

CONFIDENTIAL TREATMENT

SERVICES AGREEMENT

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”).

WHEREAS, ITA has developed a software product known as “ITA Travel Planning Software”, which has a capability to search, select, sort and price air fares and determine seat availability; and

WHEREAS, Kayak operates internet web sites, such as http://www.kayak.com, that allow users to search for travel-related fare and booking information from a variety of airlines and other travel service providers, and facilitates bookings by connecting users to those airlines and other travel service providers;

WHEREAS, Kayak wishes to obtain the ability to submit queries to ITA’s software and to receive responses thereto, and to use the information obtained from ITA to support its customers and end users;

NOW, THEREFORE, in consideration of the foregoing the parties hereby agree as follows:

1. DEFINITIONS

(a) Agreement Month” means each one-month period during an Agreement Year. The first Agreement Month will be prorated if the date of this Agreement does not occur on the first day of a calendar month.

(b) “Agreement Year” means, (i) in the case of the first Agreement Year, the period beginning on the Service Fee Commencement Date and ending on the last day of the twelfth Agreement Month; and (ii) thereafter, each successive period of twelve Agreement Months during the term of this Agreement.

(C) “Documentation” means functional specifications, user manuals, flow diagrams, file descriptions, and similar written materials relating to the operation of the ITA Software. Current versions of such Documentation are made available at http://doc.itasoftware.com.

(d) “Domestic Location” means a location that is within the United States (including Hawaii, Puerto Rico and the US Virgin Islands) or Canada.

(e) []*.

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(f) “Insolvency Event”, with respect to either party, means any of the following: (i) such party at any time ceases to conduct business in the ordinary course; (ii) such party files a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors; or (iii) such party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation or composition ion for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.

(g) ‘‘International Location” means a location that is not a Domestic Location.

(h) []*.

(i )“ITA Software” means, at any time, the then-current version of ITA’s Travel Planning Software product and related software products (including availability management software), all as described more fully in the Documentation. The ITA Software does not include the following: (i) fare management capabilities that are part of ITA’s Rule and Fare Display system, and (ii) refund/reissue capability using ATPCO Category 31.

(j ) “Online Users” means end users (i.e. persons not in the business of providing travel services to others) who access the ITA Software at the Site for the purpose of viewing fares, schedules, seat availability, or purchasing air travel.

(k) “Participating Carrier” means any airline which has consented in writing, in form and substance reasonably satisfactory to ITA, to ITA’s unconditional use of the airline’s fare, schedule and availability data for the provision of services to Kayak described herein, which consent shall be Kayak’s responsibility to obtain; provided, however, that in the case of carriers which use “seamless availability”, ITA’s Dynamic Availability Calculating Server (DACS) or numeric availability (NAVS), Kayak will be granted until April 1, 2005 to obtain such consents; and provided further, however, that in the case of carriers which use “AVS” availability messaging, such carriers shall be assumed to have consented unless they have informed either ITA or Kayak of their withholding of such consent. If, at any time, an airline informs Kayak and/or ITA that it no longer consents to ITA’s use of its data on behalf of Kayak and/or demands that ITA cease its provision of such data to Kayak, the party to whom such notice has been given shall inform the other within seven days, and such airline shall not be considered a Participating Carrier for the purposes of this Agreement unless and until such time as Kayak obtains fresh consent for the use of its data as set forth in this definition.

(l) []* has the meaning set forth in Section 4(b)(ii).

(m )“Query” means either a “Fare Search”, a “Low Fare Search”, or a “Schedule Search” (as such terms are defined in the Documentation) by an Online User to the ITA Software; provided, that “Query” will exclude (i) test queries posed by Kayak to the Licensed Software and (ii) queries posed to the Licensed Software by ITA in connection with its monitoring of the Licensed Software, “Query” will also include the functionality known as “text rule lookup.”

(n) “Service Fee Commencement Date” means March 15, 2005.

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(o) “Site” means any interactive product, site or area, including, by way of example and without limitation, a site on the World Wide Web portion of the Internet, that is managed, maintained, owned, powered, or controlled by Kayak or its agents, including the web site located at the URL address www.kayak.com and any third party sites that utilize functionality provided by Kayak (e.g. AOL Pinpoint Travel). Notwithstanding the above, “Site” specifically excludes interactive products, sites, or areas operated by airlines, global distribution systems (GDSs), travel agencies, corporate travel departments, and other persons or entities other than Kayak or its agents who are in the business of providing travel-related services to end users of such services.

(p) “SOWs” has the meaning set forth in Section 3(h).

(q) “URL” means a uniform resource locator.

2. SERVICES TO BE PROVIDED

(a) Description of Services. ITA agrees that Kayak is granted a nonexclusive right to access the ITA Software and submit Queries about Participating Carriers to the ITA Software, and that ITA will operate the ITA Software and return responses about Participating Carriers to Kayak; such Queries and responses to be in accordance with the Documentation. ITA will not be obligated to return responses that include any carriers other than Participating Carriers. Except as provided herein and in Exhibit B, Kayak will not be obligated to pay any service, license or other fees for the rights granted hereby. Kayak will use the responses returned by the ITA Software to provide travel planning and related services to Online Users, and for no other purpose. Except as provided herein and in Exhibit B, Kayak will not be obligated to pay any service, license or other fees for the rights granted hereby.

(b) Excluded Services. Kayak (or its third party vendors, outsourcers and other service providers), and not ITA, will be responsible for creating any graphical user interfaces (GUIs) to the ITA Software, as well as any booking interfaces to be used with the ITA Software, subject to all the other restrictions and conditions contained in this Agreement. Kayak will be the sole and exclusive owner of all rights in and to any such GUIs and booking interfaces. ITA shall provide reasonable assistance to Kayak with respect to the application program interface (API) to the ITA Software (but not with respect to any of the other excluded services described in this Section 2(c)), at no additional cost except as agreed to in an SOW.

(c) Private Fares. ITA Software will process private fares for Kayak if such fares are filed through ATPCO.

(d) Documentation. When ITA upgrades to a new version of the ITA Software, ITA shall supply to Kayak, at no additional charge, such Documentation in electronic format) as it provides to its customers generally. Kayak shall have the right to make such additional copies of the Documentation for its own internal use as it may reasonably require. In no event will any upgrade result in a diminution of the Services provided to Kayak hereunder.

(e) Statements of Work. From time to time, Kayak may request, and ITA may agree to perform, services relating to the ITA Software, including but not limited to development and operations support required by Kayak to develop or customize the ITA Software to Kayak’s

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requirements. The provision of such services shall be governed by statements of work agreed to by both parties, a form of which is attached hereto as Exhibit A (“SOWs”). Unless expressly so stated in an SOW, in the case of any conflict between the terms of an SOW and the terms hereof, the terms of the SOW will govern.

(f) Software Maintenance, Data and Operations. ITA shall be solely responsible for (i) operating the ITA Software at its data center, and (ii) providing and managing data required for such operation of the ITA Software and (iii) providing software maintenance and technical support services, all in accordance with the provisions of Exhibit B.

3. OWNERSHIIP OF ITA SOFTWARE

Kayak claims no ownership rights in or to the ITA Software and acknowledges that other than the rights granted hereby, no proprietary rights (including but not limited to copyrights and patents) in the ITA Software are being transferred to Kayak. ITA acknowledges that other than the ITA Software, all Kayak services and software developed solely by Kayak or its contractors, including any GUI interfaces to the ITA Software or booking interfaces and any other developments b Kayak (“Kayak Developments”) are owned b Kayak and no proprietary rights in such Kayak Developments are transferred to ITA hereunder.

4. FEES AND EXPENSES

(a) Deposit. Kayak shall pay ITA []* upon the execution of this Agreement. Such payment will be non-refundable in the event of any termination of this Agreement, other than a termination for cause pursuant to Section 5(c). []* of such payment will be held by ITA as a non-interest-bearing advance payment to be applied to the last payment due hereunder; provided, that if any payment is not made by Kayak within 30 days of the date due hereunder ITA may, at its option, apply such []* (or any portion thereof) to the payment due and Kayak will, promptly upon notice from ITA, replenish such advance so that []* remains at all times on deposit. The remaining []* of such payment will be applied to the first payment of the fixed Service Fee pursuant to Section 4(b).

(b) Service Fee. Kayak shall pay for use of the ITA Software []*, subject to a monthly Minimum Service Fee as set forth below:

(i) Minimum Service Fee. Commencing on the Service Fee Commencement Date, Kayak shall pay a minimum service fee for the Software (the “Minimum Service Fee”) in the amount of []* per Agreement Month, which will be prorated with respect to any partial Agreement Months. The Minimum Service Fee for the first Agreement Month will be paid by crediting the []* advance payment (or a ratable portion thereof, in the event the first Agreement Month is shorter than a calendar month) pursuant to the last sentence of Section 4(a) and the remainder of the []* if any, following proration, shall be applied to the Minimum Service Fee for the second Agreement Month. The Minimum Service Fee will be payable monthly in advance, on the first day of each Agreement Month.

(ii) [ ]*.

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(c) Payment Terms. Within 15 days after the end of each Agreement Month, ITA will inform Kayak of []*. Within 30 days after its receipt of such notification, Kayak will pay ITA []*.

(d) Audit Rights. Kayak will have the right, on not more than one occasion during each Agreement Year, to retain a public accounting firm to audit ITA’s calculation of Queries, in which event ITA will make available to such firm the records upon which such certifications were based. The expense of any such audit will be borne by Kayak, except that ITA will bear the reasonable expense of such audit in the event that such auditors determine that the number of Queries were overreported by ITA by more than 10%.

(e) Services. Kayak shall pay ITA the fees set forth in the applicable SOW for any services provided pursuant to Section 2(f). ITA’s hourly rate for services is presently []* per hour.

(f) Reimbursable Costs and Expenses. Unless otherwise specified in the applicable SOW, in addition to the hourly rates described in the applicable SOW, Kayak shall pay the reasonable actual out-of-pocket expenses incurred by ITA in rendering services to Kayak pursuant to any SOW, including without limitation costs of travel, provided that such expenses are incurred in accordance with Kayak’s then-current standard policy regarding such reimbursable expenses. Kayak agrees to provide ITA advance notice of any modifications to such policies. ITA agrees to support its invoices of such expenses with copies of receipts and, upon request. provide Kayak with access to such original receipts, ledgers, and other records as may be reasonably appropriate for Kayak or its accountants to verify the amount and nature of any such expenses.

(g) Maintenance; Data; Operations. Charges relating to provision of maintenance and support, provision and management of data to the ITA Software, and ITA’s operation of the ITA Software (such as computers. communications, facilities, monitoring, operational support and maintenance, etc.) shall be set forth in Exhibit B.

(h) Invoicing. ITA shall invoice Kayak on a monthly basis for all fees and charges accruing hereunder, including under Exhibit B, or pursuant to an SOW, and Kayak shall pay all undisputed portions of such invoiced amounts within thirty (30) days after receipt of invoice, In the event of a good faith dispute, as to any portion of an invoice, Kayak shall give written notice to ITA, within thirty (30) days after receiving such invoice, stating the details of any such dispute, and shall pay any undisputed amount in accordance with this Agreement. Failure by Kayak to provide such written notice shall result in a waiver of any dispute with the invoice in question.

(i) Taxes. Kayak shall be responsible for the payment of any federal, state or local taxes (other than taxes based on ITA’s income) assessed on the Licensed Software or services provided under this Agreement.

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5. TERM AND TERMINATION

(a) Term of Agreement. The term of this Agreement shall commence on the date hereof, and this Agreement and the rights granted to Kayak hereunder and shall terminate at the end of the third Agreement Year. Thereafter, Kayak will have the right to extend this Agreement for additional two-year renewal terms, as follows: at least six months prior to the expiration of the initial term or any renewal term, Kayak may notify ITA of its intent to renew this Agreement. In such event, ITA and Kayak will work together in good faith to agree upon the pricing terms that will be applicable to the renewal term, which shall be comparable to terms which ITA makes available to other customers similarly situated. If the parties are unable, despite good faith negotiations, to agree on the pricing terms applicable to the renewal term, then this Agreement will not renew.

(b) Term of SOWs. Unless specified otherwise in an SOW or earlier terminated in accordance with this Agreement, each SOW shall remain in full force and effect until expiration of this Agreement or until performance is completed and deliverables are accepted, whichever is later.

(c) Termination for Cause by Kayak, This Agreement and the rights granted hereunder may be terminated by Kayak for cause immediately by written notice in the event (i) ITA fails to make the ITA Software available to Kayak, and such breach is not cured within thirty (30) days after receipt of written notice thereof from Kayak; (ii) ITA materially breaches Section 2.1(b) of Exhibit B (which requires ITA to keep the lTA Software current so as to correctly process changes in industry-standard practices and or data formats) and as a result the ITA Software returns answers that are not “correct” (as declined in Section 5.3(b) of Exhibit B) in a material percentage of cases (i.e. in excess of 15% of results over a 24 four period) and such breach is not cured within thirty (30) days after receipt of written notice thereof from Kayak; (iii) on more than three occasions within any thirty-day period, ITA fails to respond to and use its reasonable commercial efforts to resolve emergency problems as required by Section 5.3(a) of Exhibit B in accordance with the standards set forth therein, and such breach is not cured within ten (10) days of written notice thereof from Kayak; (iv) an Insolvency Even occurs with respect to ITA; or (v) there is a default under Section 6 (b)(v). In the event of termination by Kayak pursuant to this Section 5(c), ITA shall refund to Kayak any Service Fees or other fees paid by Kayak which have been paid in advance by Kayak and have not been earned as of the effective date of termination.

(d) Termination for Cause by ITA. This Agreement may be terminated by ITA for cause immediately by written notice in the event (i) Kayak materially breaches the payment obligations set forth in Section 4 or in Exhibit B, and such breach is not cured within fifteen (15) days after receipt of written notice thereof from ITA; (ii) Kayak materially breaches the confidentiality obligations set forth in Section 9, so as to cause material damage to ITA, and such breach is not cured within thirty (30) days after receipt of written notice thereof from ITA; or (iii) an Insolvency Event occurs with respect to Kayak.

(e) Terminations of SOWs. Either party may terminate an SOW in the event the other party materially breaches any provision thereof and fails to cure such breach within thirty (30) days after receipt of written notice thereof from the non-breaching party.

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(f) Duties on Termination. Upon termination of this Agreement for any reason, Kayak shall immediately cease sending Queries to the ITA Software, and all rights granted hereunder shall immediately cease and termination. Notwithstanding the foregoing, upon termination by Kayak pursuant to Section 5(c), if Kayak so requests. ITA shall provide to Kayak at ITA’s then-standard rates and upon Kayak’s continued payment of the fees provided in Section 5, reasonable termination assistance, including the right to continue to send Queries the lTA Software as set forth herein, for a period of up to six (6) months following the effective date of termination.

(g) Survival. The parties’ rights and obligations under this provision and the following sections shall survive the termination or expiration of this Agreement: 3, 7, 8, 9, 10, 12, and 13.

6. REPRESENTATIONS AND WARRANTIES

(a) By Kayak. Kayak represents and warrants to ITA that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder and that Kayak’s compliance with the terms and conditions of this Agreement will not violate any federal, state or local laws, regulations or ordinances or conflict with any third party agreements.

(b) By ITA. ITA represents, warrants and covenants to Kayak as follows:

(i) Authority: That: (1) ITA has the full right, power and authority to enter into this Agreement, to carry out its obligations under this Agreement and to grant the rights granted to Kayak in this Agreement; and (2) ITA’s compliance with the terms and conditions of this Agreement shall not violate any federal, slate or local laws, regulations or ordinances or conflict with any third party agreements.

(ii) Quality: That ITA shall perform all services in a good, workmanlike and professional manner using people fully familiar with the ITA Software and the underlying technology.

iii) Century Compliance: That the century change is, and shall be, supported in the Licensed Software’s logic and data, and that the Licensed Software shall support the use, entry or creation of dates prior to, on, after or spanning January 1, 2000, so that when such a date is either processed including by way calculation, comparison, sequencing, display, storage or otherwise), entered into, or is intended to be generated as a result of the operation of the Licensed Software, the Licensed Software shall not (I) fail or produce incorrect date results, or (2) cause any other programs, hardware or system to fail or to generate errors.

(iv) ITA Software. That ITA Software shall perform substantially in accordance with the Documentation; provided, that Kayak’s sole remedy for breach of this warranty will be to receive Maintenance Services in accordance with Exhibit B.

(v) Non-Infringement: That the ITA Software is original to ITA and does not infringe, or otherwise violate or misappropriate any copyright, patent, trade secret, or other proprietary right(s) held by any third party. Kayak’s sole remedy for a breach of the

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foregoing representation shall be to require ITA, at ITA’s expense, to (I) procure for Kayak the right to continue using the ITA Software; (2) replace or modify the ITA Software so that it becomes non-infringing but remains substantially equivalent in functionality and performance; or (3) in the event (1) and (2) are not commercially practicable within thirty (30) days, permit Kayak to terminate this Agreement and the license granted hereunder and, within thirty (30) days of the date of such termination, refund to Kayak all unearned fees paid in advance by Kayak.

(vi) Documentation. That the Documentation and all modifications or amendments thereto which ITA is required to provide under this Agreement will accurately describe the ITA Software in all material respects, without reference to any other materials or information; provided, that Kayak’s sole remedy for breach of this warranty will be to receive Maintenance Services in accordance with Exhibit B.

(c) Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 7, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. INDEMNIFICATION

(a) By ITA. ITA shall, at its own expense, defend, indemnify and hold harmless Kayak and its directors, officers, employees, successors and permitted assigns from and against any and all liabilities, damages, awards, losses, costs and expenses (including court costs and reasonable attorneys’ fees) arising out of any claim, demand, suit or cause of action (hereinafter a “Claim”) brought by a third party relating to or resulting from (i) any act or omission of ITA or its employees, agents or contractors, (ii) any breach of the representation or warranty made in Section 6(b) by ITA, or (iii) any claim by a third party that Kayak’s use of the ITA Software infringes a patent, copyright, trade secret or any other intellectual property right of such third party.

(b) By Kayak. Kayak shall, at its own expense, defend, indemnify and hold harmless ITA and its directors, officers, employees, successors and permitted assigns from and against any and all liabilities, damages, awards, losses, costs and expenses (including court costs and reasonable attorneys’ fees) arising out of any Claim brought by a third party relating to or resulting from (i) any act or omission of Kayak or its employees, agents or contractors, or (ii) any breach of the representation or warranty made in Section 6(a) by Kayak.

(c) Indemnification Procedures. If any party entitled to indemnification under this section (an “Indemnified Party”) makes an indemnification request to the other, the Indemnified Party shall permit the other party (the “Indemnifying Party”) to control the defense, disposition or settlement of the matter at its own expense; provided that the Indemnifying Party shall not, without the consent of the Indemnified Party, enter into any settlement or agree to any disposition that imposes any conditions or obligations on the Indemnified Party (other than the payment of monies that are immediately paid by the Indemnifying Party pursuant to the reimbursement obligations of the Indemnifying Party) or affect the rights of the Indemnified Party. Counsel selected by the Indemnifying Party shall be reasonably acceptable to the Indemnified Party. The Indemnified Party shall notify the Indemnifying Party promptly of any

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claim for which the Indemnifying Party is responsible and shall reasonably cooperate with the Indemnifying Party to facilitate the defense of any such claim. An Indemnified Party shall at all times have the option to participate in any Claim through counsel of its own selection and at its own expense.

8. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RESULTING FROM LOSS OF USE. DATA OR PROFITS, WHETHER IN CONTRACT, TORT. STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR DAMAGES IN CONNECTION WITH THIS AGREEMENT (INCLUDING EXHIBIT B) IN THE AGGREGATE EXCEED THE []* PURSUANT TO THIS AGREEMENT (INCLUDING EXHIBIT B), WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. THE LIMITATIONS CONTAINED IN THIS SECTION SHALL NOT APPLY TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS SET FORTH IN SECT ION 7, A BREACH BY EITHER PARTY OF SECTION 9 (CONFIDENTIALITY), A BREACH BY KAYAK OF SECTION 5 (FEES AND EXPENSES) OR THE WILLFUL OR RECKLESS ACTS OF EITHER PARTY.

9. CONFIDENTIAL INFORMATION

(a) Confidential Information. Each party has disclosed (prior to the commencement of this Agreement) and may disclose Confidential Information to the other party which it intends the other party to maintain in confidence, and each party agrees to comply with the provisions of this Section 9 with respect to all such Confidential Information. As used herein, each party which discloses such information is referred to as a “Disclosing Party” and each party which receives such information is referred to as a “Receiving Party.” “Confidential Information” means Disclosing Party’s confidential and proprietary inventions, products, designs and ideas, including computer software, functionality, concepts, processes, internal structure, external elements, user interfaces, technology and documentation, as well as confidential and proprietary information relating to Disclosing Party’s operations, plans, opportunities, finances, research, technology, developments, know-how, personnel, and any third party confidential information disclosed to Receiving Party. Without limiting the foregoing definition, the ITA Software and the Documentation (except Documentation reasonably expected to be provided to Online Users regarding the use of the Licensed Software) are “Confidential Information” of ITA. The terms and conditions of this Agreement are also “Confidential Information.” ITA understands and acknowledges that Kayak, in the course of its business may (i) manage, modify, maintain and update pre-existing data and information about Online Users for use with the ITA Software, and (ii) generate, manage, modify, maintain and update such additional data and information (such pre-existing data and information and such additional data and information are referred to collectively as “Kayak Data”; provided that schedule, fare and availability data used by the ITA Software, the Queries submitted to the ITA Software, and the responses thereto shall not constitute Kayak Data). Kayak shall retain all right, title and interest in and to all Kayak

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Data. In no event shall ITA be permitted access to any Kayak Data containing personally identifiable information regarding Online Users. Notwithstanding anything to the contrary herein, all such Kayak Data, including without limitation, transactional or financial information, User names and addresses, passwords, registration information, and cookie information, shall be subject to Kayak’s privacy policy as set forth on the Site, and Kayak shall not provide any such data to ITA. Notwithstanding the foregoing , “Confidential Information” shall not include information (a) already lawfully known to Receiving Party if the Receiving Party does not then have a duty to maintain its confidentiality, (b) developed independently by the Receiving Party, (c) generally known to the public through no fault of the Receiving Party; (d) lawfully obtained from a third party not known to the Receiving Party to be obligated to preserve its confidentiality; (e) required to be disclosed by law, regulation or order of a court competent jurisdiction or other governmental authority (except that prior to any such disclosure the Receiving Party shall give the Disclosing Party notice thereof and afford the Disclosing Party the opportunity to oppose any such disclosure).

(b) Non-Disclosure. Receiving Party acknowledges that Confidential Information is confidential, proprietary and/or trade secret information of the Disclosing Party. Receiving Party shall not use the Confidential Information for any purpose other than in accordance with this Agreement, and shall not disclose Confidential Information to anyone other than its employees, and to contractors who legitimately need access to it and who have signed confidentiality agreements comparable in scope to this Section 9. Receiving Party shall notify each of its employees and contractors who are given access to Confidential Information that they have an obligation not to disclose Confidential Information and shall take such steps as are reasonably necessary to insure compliance with this obligation. Receiving Party shall safeguard Confidential Information with reasonable security means at least equivalent to measures that it uses to safeguard its own proprietary information. Receiving Party shall store Confidential Information in a safe and secure location. Receiving Party may not remove copyright, trademark, trade secret, confidentiality, and patent notices from Confidential Information.

(c) No Warranties. Except as specifically set forth in Section 6, all Confidential Information is provided “as is,” without any express or implied warranty of any kind.

(d) Breach of Confidentiality Obligations. Receiving Party hereby acknowledges that unauthorized disclosure or use of Confidential Information shall cause immediate and irreparable harm to Disclosing Party for which it would not have an adequate remedy at law. Accordingly, Disclosing Party shall have the right to seek and obtain preliminary and final injunctive relief to enforce this Agreement in case of any actual or threatened breach, in addition to other rights and remedies that may be available to Disclosing Party.

10. RELATIONSHIP OF THE PARTIES

The parties shall be treated for all purposes as independent contractors, and no provision of this Agreement shall he construed to constitute or create a partnership, joint venture, agency or formal business organization of any kind.

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11. PUBLICITY

(a) At no time shall either party release a press release that mentions the other party unless the other party has consented in writing in advance to such press release; provided, however, that following the date Kayak begins using the ITA Software in production the parties will agree upon the terms of a jointly press release; and provided further that either party may state that Kayak has entered into an arrangement with ITA.

(b) Kayak will provide ITA with acknowledgement and placement on the Partner area (or its equivalent) on www.kayak.com in a manner, placement and presentation acceptable to ITA.

12. DISPUTE RESOLUTION

(a) In the event of any dispute arising from or in connection with this Agreement, the parties will use good faith efforts to resolve the dispute in an amicable and businesslike manner through informal discussion in accordance with the following:

(i) The parties will use diligent business efforts to resolve the dispute at the working level without resort to further dispute resolution procedures.

(ii) Any dispute that is not resolved at the working level may be referred by either party to the Account Managers appointed pursuant to Exhibit B. Any dispute not resolved by the Account Managers shall be referred to an elected officer of each party. Such officers shall meet in the same room to try to resolve the dispute.

(iii) If the officers of the parties have not resolved the dispute within 15 days after the dispute is referred to them, then, upon the request of either party, the dispute will be referred to the Chief Executives of the Parties.

(b) During each of these steps, the applicable representatives of the Parties will discuss the dispute and attempt in good faith to resolve the dispute in a fair and equitable manner. The specific manner of the discussions will be determined by the applicable representatives. No formal proceeding concerning the dispute may be commenced unless the Chief Executives have not resolved the dispute within 15 days after the dispute is referred to them and the Chief Executive of either Party concludes in good faith that resolution of the dispute by informal discussion of the Parties is not likely.

(c) Any dispute relating to or arising from this Agreement which is not resolved in accordance with the provisions of paragraphs (a) and (b) of this Section 12 shall be resolved by arbitration under the Commercial Rules of the American Arbitration Association. Three arbitrators shall be selected. Kayak and ITA shall each select one arbitrator and the two chosen arbitrators shall select the third arbitrator, or failing agreement on the selection of the third arbitrator, the American Arbitration Association shall select the third arbitrator. Unless otherwise agreed by Kayak and ITA, arbitration will take place in Boston, MA. Any court having jurisdiction over the matter may enter judgment on the award of the arbitrator(s). Service of a petition to confirm the arbitration award may be made by First Class mail or by commercial express mail, to the attorney for the party or, if unrepresented, to the party at the last known business address. Notwithstanding the foregoing, no party shall be restricted from seeking injunctive relief from a court empowered to grant such relief.

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13. MISCELLANEOUS

(a) Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other provision hereof.

(b) Entire Agreement. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof and cancels and supersedes any previous understanding, commitments, or agreement, oral or written, between Kayak and ITA, other than confidential disclosure agreements.

(c) Waiver. No failure by either party to insist upon the strict performance of any covenant, term or condition of this Agreement, or to exercise any right or remedy, shall constitute a waiver of such right or remedy on any subsequent occasion.

(d) Governing Law. The validity, construction, scope and performance of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts, exclusive of its choice of law provisions.

(e) Amendment. This Agreement may not be amended except in writing executed by duly authorized representatives of both ITA and Kayak.

(I) Notices. Any notices hereunder shall be given by certified mail (return receipt requested) or overnight mail to the panics at the addresses set forth below, or to such other address as either party may have notified the other.

Kayak Software Corp.	ITA Software, Inc.
27 Ann Street, Suite 300	141 Portland Street, 7th Floor
Norwalk, CT 06S54	Cambridge, MA 02139
Facsimile: (203) S99-3 125	Facsimile: (617) 621-3913
Attention:	Attention: VP - General Counsel

Notices given by certified mail shall be deemed given three business days after the day mailed; notices given by overnight mail shall be deemed given one business day after the day mailed.

(g) Assignment. This Agreement may not be assigned by either party without the other party’s prior written consent; provided that either party shall be permitted to assign its rights and obligations hereunder, without the other party’s consent, to a third party in the event of a Change in Control or any sale, assignment; transfer or other conveyance to such third party of all or substantially all of the business or assets of the assigning party, or (in the case of Kayak) any sale, assignment, transfer or other conveyance of the Site to such third party. Subject to the foregoing, this Agreement shall be binding on the parties and their respective successors and permitted assigns, and such permitted assigns shall expressly agree to be bound by all the terms and conditions herein. No partial assignment of the rights or obligations granted hereunder shall be permitted.

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(h) Headings. The headings of the Sections used in this Agreement and the Exhibits attached hereto are for convenience of reference only and shall not be considered in construing this Agreement.

(i) Counterparts. This Agreement may be signed in one or more counterpart copies, all of which together shall constitute one Agreement and each of which shall constitute an original.

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the date first above written.

KAYAK SOFTWARE CORP.
By:	/s/ Paul English
Name:	Paul English
Title:	Chief Technical Officer and Co Founder
ITA SOFTWARE, INC
By:	/s/ Jeremy Wertheimer
	Jeremy Wertheimer, President

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EXHIBIT A

Form of Statement of Work

Statement of Work Number                     

This document shall serve as a Statement of Work to that certain Services Agreement dated as of March 3. 2004 by and between Kayak Software Corp. (“Customer”) and ITA Software, Inc (“ITA”) (the “Agreement”).

The undersigned agree that this Statement of Work and the services to be provided hereunder are subject to the terms and conditions of the Agreement, which terms and conditions are incorporated herein by reference.

I. NARRATIVE DESCRIPTION OF PRODUCTS AND SERVICES

A. Description and Project Scope

B. ITA Responsibilities

C. Deliverables

D. Reporting

E. Testing

F. Kayak Responsibilities

G. Estimated Timeline

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II. PRODUCT PRICING AND DELIVERABLES

A. Work Product to be developed by ITA

III. COMPLETION AND ACCEPTANCE CRITERIA

IV. FEE SCHEDULE

V. EXPENSES

KAYAK SOFTWARE CORP.	ITA SOFTWARE, INC.
By:	By:
Name:	Name:
Title:	Title:

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EXHIBIT B

MAINTENANCE, DATA AND OPERATIONS SERVICE LEVELS

1. Introduction

This Maintenance, Data and Operations Service Level Agreement covers standards for the provision of maintenance, data and data management and support, and hosting and operations by ITA to Kayak.

ITA has granted to Kayak the right to access and submit Queries to the ITA Software in order to provide travel planning and related services to Online Users, ITA will operate the ITA Software at its locations in the Boston, Massachusetts area (collectively, the “Data Center”, which shall include any other location(s) to which ITA may move the Data Center in the future). To support Kayak, ITA will: (i) maintain and support the ITA Software, pursuant to Section 2 of this Exhibit B (“Maintenance Services”), (ii) provide data and data support relating to the ITA Software, pursuant to Section 3 of this Exhibit B (“Data Services”) and (iii) host and operate the ITA Software, pursuant to Section 4 of this Exhibit B (“Operations Services”).

2. Maintenance Services

2.1 Scope of Services

(a) The following are the Maintenance Services that will be provided by ITA:

ITA shall:

(i) develop and provide corrections, changes, or workarounds (“Corrections”) within a reasonable period of time for any material defects, errors, or malfunctions in the ITA Software, discovered by Kayak or ITA;

(ii) make available to Kayak and its Online Users all improvements, modifications and enhancements (other than improvements, modifications or enhancements which are developed by ITA specifically for its other customers which are specific to the systems or software of such other customers) to the ITA Software which ITA shall make or acquire from time to time and which ITA makes available to its customers generally (“Improvements”); provided, however, that ITA may, from time to time, offer Improvements which contain significant new or improved functionalities, in which event ITA shall make such Improvements available to Kayak and its Online Users only upon the payment of additional fees, or upon such other terms, as ITA requires of its other commercial customers generally therefor.

(b) In the event that changes in industry-standard practices and/or data formats (such as ATPCO file formats, ATPCO processing, SSIM schedule formats and government or IATA mandates regarding taxes and passenger facility charges (PFCs)) prevent the ITA Software from functioning as specified in the Services Agreement, ITA shall insure operation of the ITA

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Software in a manner equal to the functionality described in the Services Agreement. ITA will not impose any additional charge upon Kayak so long as the ITA Software does not contain significant new or improved functionalities (or, if it does contain significant new or improved functionalities, such functionalities will he provided as set forth in Section 2.1 (a)(ii). Any changes to the ITA Software described in this paragraph (b) will be considered “Improvements” for the purposes of this Section 2, and ITA shall effect such Improvements to the ITA Software within a reasonable time prior to the effective date of such industry change so that such Improvements may be implemented by the effective date of such change.

(c) When a new release is available. ITA will provide release notes identifying changes comprised in the release, and will thereafter make available to Kayak a test server with such new release for testing by Kayak, and will notify Kayak thereof. ITA will provide such release notes reasonably in advance of the date the new release is loaded onto the test server. Unless Kayak informs ITA, within 30 days of such notice from ITA as a result of material problems with the new release, of its desire not to implement such new release. ITA will implement such new release in the production version of the ITA Software operated by ITA on behalf of Kayak. In the event Kayak informs ITA that it believes there is a material problem with the new release, ITA will not implement the new release in production but will work together with Kayak in good faith to identify and resolve the problem so that the new release may be implemented in production as soon as practicable. ITA will attempt to ensure that new versions of the ITA Software will not require Kayak to rewrite the Queries it sends to the ITA Software, except as required to utilize new features or functionality that may be contained in such new version. In the event Kayak’s Queries fail when used with a new version of the Software, ITA will assist Kayak in rewriting such Queries so that they will be compatible with the new version; provided, however, that in order to facilitate such assistance by ITA, Kayak will provide ITA with current copies of all the Queries it uses with the ITA Software.

(d) ITA will provide Kayak with any revisions to the existing Documentation developed or necessary to reflect all Corrections or Improvements.

(e) All Corrections and Improvements shall be considered part of the “ITA Software” and subject to all the terms and conditions of the Services Agreement.

2.2 Software Maintenance

ITA shall maintain a technical support entry point in Massachusetts, identified by a dedicated phone number (in the case of emergency problems, as defined in Section 5.1 (a)) and e-mail address (in the case of non-emergency problems), which will be staffed by knowledgeable employees capable of providing technical assistance regarding the ITA Software, its functionality, databases, operations, utilities and supporting documentation. Normally, response to non-emergency problems will be by telephone or e-mail by the ITA Account Manager (pursuant to Section 7.2) during regular working hours (9:00 a.m. to 6:00 p.m. Eastern time Monday through Friday). On-call coverage will be in effect twenty four (24) hours a day, seven (7) days a week in response to emergency problems. These technical support entry points will also coordinate problem resolution and keep Kayak apprised of efforts to remedy any problem situation until complete restoration of the service. First line of support will be Kayak’s Help Desk, who will contact and escalate problem to ITA when necessary. ITA shall provide Maintenance Services directly to Kayak but not to Kayak Customers or Online Users.

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3. Data Services

3.1 Scope of Services

(a) ITA currently maintains the Data Center in the Safecore facility in Medford, Massachusetts and the WorldCom facility in Billerica, Massachusetts, and may establish alternate or additional data centers. ITA manages data feeds for schedule and faring data and provides such data to the ITA Software. ITA currently receives fare data from Airline Tariff Publishing Company (“ATPCO”), schedule data from OAG Worldwide, Inc. (“OAG”), and certain industry data from the International Air Transport Association (“IATA”). In addition, ITA receives seat availability data from the Galileo GDS (“Galileo”) and directly from airlines.

(b) The operation of the Data Center (including all software running in such facilities) is the sole responsibility of ITA.

(c) As part of the data management services provided hereunder, and subject to the provisions of the Services Agreement, ITA will (i) receive and manage downloads of certain fare, schedule, availability and industry data (collectively, “Licensed Data”) from ATPCO, OAG, Galileo, individual airlines, and IATA, respectively (or in each case from such other commercially reasonable industry accepted sources as ITA may determine in its sole discretion, referred to herein as “Data Providers”), and (ii) process such data such that it is in a form suitable for use with the ITA Software. ATPCO international fare data is presently received five times per day; OAG schedule data is presently received two to three times per week; IATA data is received regularly; and availability data is received on a continuous basis.

d) It is a condition of ITA’s providing data services hereunder that Licensed Data he used solely in connection with the operation of the ITA Software, Therefore, Kayak agrees that it will not, and it will require that Online Users do not, transfer or distribute Licensed Data separately from the responses generated by the ITA Software and that such data only be used for activities that are intended to lead to the bona fide purchase of Queries or to otherwise enhance the value of the Site to Participating Airlines (not, for example, for purposes such competitive price analysis).

3.2 Data Providers

ITA presently has in place and will use reasonable commercial efforts to maintain legal agreements, sufficient to cover ITA’s legal obligations to perform hereunder, with Data Providers for the provision of schedule, fare, industry and availability data for the operation of the ITA Software. However, Kayak acknowledges and agrees that such Data Providers are third parties which are not in ITA’s control and which are subject to delay or failure. While ITA agrees, as part of its obligations under this Exhibit B, to receive, load and manage such data, neither party warrants the accuracy of such data. In addition, ITA disclaims any and all liability resulting from or related to Data Providers’ failure to provide data to ITA in a timely fashion.

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3.3 Availability Data

(a) ITA supplies availability data to the Licensed Software, which data is received by ITA from carriers and other sources. The quality and type of such data can vary significantly from carrier to carrier and from time to time. Kayak acknowledges that from time to time carriers change the quality and/or type of availability data they provide, and that such changes may have a material adverse affect on the “bookability” of certain solutions generated by the Licensed Software.

ITA has resources dedicated to maintenance of ITA’s availability infrastructure, which infrastructure is common to all ITA customers. ITA’s availability team is continually engaged in seeking to optimize the quality of availability data; however, it may be the case for particular carriers or at particular carries that the quality of availability data provided by the carrier may cause booking failures in a material percentage of cases. While ITA will address availability issues as it determines in its sole discretion, the Kayak specifically acknowledges that the quality of availability data, or the percentage of booking failures that may be caused by availability data issues, are outside the scope of this Agreement and Kayak will have no remedy against ITA for ITA’s failure to address availability problems in a manner or with a priority that Kayak may request. Moreover, Kayak specifically agrees that if Kayak reports any problems with availability, or bookability failures that result from problems with availability, ITA will inform Kayak if it plans to work on these problems of its own accord or on behalf of other customers. If ITA informs Kayak that it does not intend to work on a problem, then Kayak may request that ITA work on such problem on behalf of Kayak, in which case, if ITA elects to perform such work, its work thereon will be billed to Kayak at ITA’s standard rates (currently $225 per hour) pursuant to an SOW.

(b) Kayak agrees to make booking data (i.e., information about booking failures) available to ITA, preferably in real time, in such form and through such means as the parties may together determine, and that ITA may use such data for the sole purpose of improving the quality of availability data and bookability.

4. Operations Services

4.1 Data Center

ITA will operate and maintain the Data Center and provide Operations Services on a “24/7/365” basis. Such Operations Services will include, without limitation, the acquisition, installation, maintenance, upgrading, monitoring and all aspects of the operation of all computer hardware and equipment, and all services related thereto necessary in connection with the operation of the ITA Software are and the provision by ITA of the Data Services provided hereunder.

4.2 Hardware

Simultaneously with the execution of this Agreement, Kayak and ITA will determine the initial number of dedicated fare searching and availability servers ITA will operate in order to provide services to Kayak. During the term of this Agreement, ITA will advise Kayak as to changes in the ITA Software or available hardware which would affect Kayak’s server requirements. From time to time, Kayak may determine (with such assistance from ITA as Kayak may reasonably

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request) to acquire additional servers, and ITA will acquire such number of additional servers as Kayak may direct. ITA will determine, in its reasonable discretion in consultation with Kayak, the other hardware and equipment (including ancillary equipment such as availability servers and query distributors, etc.) appropriate for ITA to provide services to Kayak using the ITA Software at the Data Center (the “Hardware”); provided that Kayak will have at least four production servers and at least one test server. (Prior to the Service Fee Commencement Date, Kayak will have at least two test servers.) Servers used to provide services to Kayak shall be contained in a separate server farm. ITA will replace Hardware when and as warranted in its reasonable judgment; however, servers will be replaced no less frequently than every 24 months. The cost of replacement of servers is included in the per-server charge described in Section 6.3.1.

4.3 Operation of Software

ITA will be responsible for all aspects of the operation of the ITA Software and Licensed Data in order to provide services to Kayak, including the installation of Corrections and Improvements. ITA will also monitor the ITA Software at the Data Center. ITA will not be responsible for Kayak’s (or any Online User’s) operation or use of the Site or for the operation of any software or hardware which is not located at the Data Center.

ITA will provide by email to ita@kayak.com. on a daily basis, a histogram of server utilization, and a graph that shows the number of Queries per minute throughout the day. In the event ITA develops other reports to be provided regularly to its customers, it will provide such reports to Kayak as well. ITA will also make available to Kayak, upon Kayak’s request, query logs showing Kayak’s Queries to the ITA Software.

4.4 Communications

(a) ITA will receive Queries from Kayak and transmit responses from the ITA Software, from the Data Center via communications channels which may include either a virtual private network or dedicated point-to-point circuits.

(b) All hardware, software and services associated with communications between the Data Center and any facility a which Kayak (or its Customers) operates web sites or other distribution facilities (the “Kayak Facilities”), including maintenance thereof, will be provided by Kayak (or such Customer) at its own expense.

(c) Kayak expressly acknowledges that the flow of data to or from the Data (Center will depend in large part on the performance of hardware, software and services provided or controlled by third party communications providers. ITA disclaims any and all liability resulting from or related to Kayak’s (or its Customers’) inability to communicate with the Data Center. to the extent such inability is the result of the failure of hardware, software or services provided by such third party.

4.5 Disaster Recovery

ITA will comply with the provisions of the Disaster Recovery Plan (DRP) attached hereto as Appendix A, and shall provide Kayak with notice of any material change to such DRP.

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5. Performance Service Levels

5.1 Problem Classification

Problems will be classified in accordance with the following definitions:

(a) Emergency Problems. The following will be considered “emergency problems”: (i) the ITA Software is “unavailable” (as defined in Section 5.3(b)) to answer Queries; (ii) the ITA Software is not being supplied with any fare data, or new fare data is not loaded within four hours after ITA’s receipt thereof; (iii) the ITA Software is not being supplied with any schedule data, or new schedule data is not loaded within twelve hours after ITA’s receipt thereof; (iv) the ITA Software is not being supplied with any availability data, or an availability feed from a Participating Carrier to the Data Center is interrupted for a period exceeding four hours; or (v) any of the foregoing types of data is not being properly integrated into the ITA Software, so as to cause the ITA Software to return answers that are not “correct” (as defined in Section 5.3(b)).

(b) Non-Emergency Problems. All problems that are not emergency problems, as defined in paragraph (a), will be considered “non-emergency problems”. Without limiting the foregoing, the following will be considered “non-emergency problems”: (i) pricing errors in the ITA Software; (ii) any defects, errors or malfunctions in the ITA Software that do not cause the ITA Software to be “unavailable” (as defined in Section 5.3(b)) to answer Queries; (iii) working with Data Providers to correct erroneous data (including instances where the ITA Software processes the data correctly, but the data is not what the carrier intended to file); and (iv) the Documentation fails in a material respect accurately to describe the functionality of the ITA Software. Non-emergency problems may be either software problems, operations problems or data problems.

Notwithstanding the foregoing definitions, problems caused by or arising from the following will not be considered “problems” (either emergency or non-emergency) for the purposes hereof: (i) failure of a Data Provider (as defined in Section 3.1(c)) to provide data in a timely fashion; or (ii) failure of telecommunications hardware or equipment which is not within ITA’s control

5.2 Response Times and Resolution Targets

ITA shall respond to and use its reasonable commercial efforts to resolve problems in accordance with the following guidelines, based upon the definitions set forth in Section 5. 1:

(a) Emergency Problems: Emergency problems may be reported by hotline at any time (24 hours/7 days a week). Relevant resources shall be applied 24/7 until the problem is resolved. The target resolution time for emergency problems will be 90 minutes after the problem is reported. ITA agrees to respond to Kayak by phone within 1/2 hour of notification of an emergency problem to the Kayak designated contact point and provide updates to on a no less than hourly basis until the emergency problem is resolved, as determined in ITA’s reasonable discretion. Response to emergency problems will be on a “24/7/365” basis.

(b) Non-emergency problems: Non-emergency problems may be reported by e-mail at any time. ITA will apply appropriate resources (as determined by ITA in its reasonable discretion) during regular working hours until the problem is resolved. The target resolution time for non- emergency

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problems will be not later than the next scheduled quarterly upgrade in the case of software problems; provided that rolIci1s which ITA (in its reasonable discretion, after consultation with Kayak) determines are insignificant may not be addressed by ITA at all. In the case of non-emergency problems which are either operations problems or data problems. ITA will apply relevant resources and make commercially reasonable efforts to resolve such problems as soon as practicable, and will inform Kayak of its target resolution time (as to which ITA may consult with Kayak at Kayak’s request).

5.3 Uptime

(a) Uptime. ITA shall maintain a minimum uptime of []* (measured on a monthly basis) for the ITA Software. Failure to meet this uptime shall result in a credit to Kayak (representing a pro rata portion of the monthly Operations Services Fee provided in Section 6.3 below and the Data Services Fee provided in Section 6.2.1 below, payable by Kayak in the month in which the failure occurred) to be applied against future monthly Operations Services Fees and Data Services Fee as provided below:

Uptime	Contractual Credit (as a percentage of monthly Operations Services Fee and Base Service Fee to be abated)
[
	]*

(b) As used in paragraph (a) above, “uptime” means the number of minutes that the ITA Software is not “unavailable”. “Unavailability will be determined as follows: ITA monitors the operation of the ITA Software by sending, not less frequently than once per minute, test Queries from outside the ITA firewall, to the computers running the ITA Software. If the query generates a correct answer (defined below), the ITA Software is “available”: if it fails to generate correct answers to []* then the ITA Software is “unavailable”. The parties intent with respect to uptime is that “unavailability” does not represent a software or a data problem, but rather that the computers running the ITA Software are not operating, or are operating so poorly that no answers are generated or the answers generated are essentially unintelligible. “Correct answers” will be defined as those answers that match the query that was originally requested. For the purposes hereof, an answer will be deemed to match a query if it comprises the same origin, destination and dates as those in

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the query; provided, that if the ITA Software fails to return an answer because no itinerary with the requested origin, destination and/or dates was possible, such answer will not be considered incorrect. Answers that match the query originally requested, as described in the preceding sentence, but contain incorrect prices, will not constitute “unavailability” for the purposes of this paragraph.

(c) If the ITA Software is unavailable, ITA will provide credits pursuant to paragraph (a) unless such failure is due to any of the following: (i) Force Majeure (as defined in Section 7.4); (ii) acts or omissions of Kayak, or any use or user of the ITA Software authorized by Kayak; or (iii) Kayak’s applications, equipment, or facilities.

(d) Without limiting Kayak’s rights resulting from any other breach by ITA of the terms hereof or of the Services Agreement, Kayak’s receipt of the credits set forth in paragraph (a) above shall be Kayak’s sole and exclusive remedy for downtime.

5.4 Standard Operating Procedures

The procedures for reporting, diagnosing, tracking and responding to problems are set forth in ITA’s standard operating procedures for Kayak (“SOP”), which is attached to this Agreement as Appendix B, as it may be amended by the parties from time to time; provided, that ITA will give Kayak reasonable prior notice of any anticipated major changes to the SOP.

6. Fees and Expenses

6.1 Maintenance Services

There is no charge for the Maintenance Services described in Section 2, except as specifically provided therein.

6.2.1      Data Services

The charge for the Data Services described in Section 3.1(c) is []*, beginning on the date (as determined in consultation with Kayak) that the ITA Software is installed in an operational environment which is equivalent to that in which the ITA Software will be used commercially, and is available for testing by Kayak (the “Initial Software Installation Date”).

6.2.3       Increase in Other Data Costs

The costs to ITA of obtaining fare, schedule and other industry data provided hereunder are included in the Service Fee payable by Kayak. However, in the event there is a material (i.e., in excess of 15%) increase in the cost to ITA of the third party data feeds which are provided hereunder from those presently in effect. ITA reserves the right to impose a separate fee relating to such actual increase in data cost upon 90 days’ prior written notice to Kayak.

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6.2.4      OAG Royalty

ITA’s agreement with OAG provides that ITA may provide OAG data to an ITA customer without additional charges “if (i) the customer to which ITA Software is providing the OAG Data is also a subscriber to the OAG data or (ii) such customer’s use of the ITA Software utilizing the OAG Data is hosted by ITA Software.” In the event the agreement between ITA and OAG then in effect required the payment of a royalty payment by virtue of the preceding provision, Kayak will reimburse ITA for the actual amount of any such royalty payable to OAG; provided that, in the event of ITA’s notifying Kayak of such a royalty obligation, the parties will use reasonable commercial efforts to refute the obligation to pay such a royalty or, if such efforts are unsuccessful, Kayak may use reasonable commercial efforts to obtain the right to provide such data to ITA directly without additional cost to Kayak.

6.3 Operations Services

6.3.1      Data Center

ITA will charge Kayak a monthly charge, which will be based upon the number of dual processor fare searching/pricing and availability servers (including test servers) included in the Hardware from time to time, as determined pursuant to Section 4.2. Such charge will relate to the cost of operating the ITA Software at the Data Center in order to provide services to Kayak, and will be inclusive of all recurring acquisition, replacement, upgrading, operation and maintenance costs of the Hardware, rack space, bandwidth, co-location, facility services, performance monitoring, networking charges, telecommunications and other costs associated with operation of the Data Center. The amount of this fee will be $1,450 per month per dual processor server, payable in equal monthly installments in advance beginning on the Initial Software Installation Date (as defined in Section 6.2.1) and prorated for partial months.

6.3.2 Communications Costs

All hardware, software and services associated with communications between the Data Center and Kayak Facility, including maintenance thereof, will be the responsibility of Kayak. In the event ITA contracts for such hardware, software and/or services, Kayak will reimburse ITA for the cost thereof, provided that prior to committing to any such expense ITA will notify Kayak thereof and will not contract for any such expense to which Kayak reasonably objects.

6.3.3 Other Costs

In the event that Kayak requests that ITA’s personnel travel outside of the greater Boston area in connection with the provision of Maintenance Services, Data Services or Operations Services pursuant to this Exhibit B, Kayak will pay ITA, with respect to such travel, all reasonable out-of- pocket expenses thereof; provided that (1) ITA obtains Kayak’s prior written approval before incurring such reimbursable expenses; or (2) such expenses are incurred in accordance with Kayak’s then-current policy regarding such reimbursable expenses (a copy of which Kayak agrees to provide ITA upon request). ITA agrees to provide Kayak with access to such original receipts, ledgers, and other records as may he reasonably appropriate for Kayak or its accountants to verify the amount and nature of any such expenses.

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6.4 CPI Increase

Upon thirty days’ notice effective at any time beginning January 1, 2006, the hourly rate for software developers set forth in Section 6(f) of the Services Agreement, the fee for data services set forth in Section 6.2.1, and/or the per-server fee for operations services set forth in Section 6.3.1 may be increased at ITA’s option by an amount equal to the CPI Increase. The “CPI Increase” means the change (as of the date the most recently available) in the Bureau of Labor Statistics Consumer Price Index – All Items (as reported in the Wall Street Journal) from a base of January, 2005 through January of the year for which such change applies.

6.5 Payment Terms

All fees and expenses described in this Section 6 will be invoiced by ITA, and each such invoice will be payable thirty (30) days after receipt by Kayak. Any amounts which are not paid when due hereunder will accrue interest at the rate of 1.5% per month from the date due until the date actually paid.

7. General Provisions

7.1 Warranties

ITA shall perform the Maintenance Services, Data Services, Operations Services and all other services specified herein in a good, workmanlike and professional manner using qualified personnel fully familiar with the ITA Software.

7.2 Designated Account Managers

Kayak and ITA shall each appoint an account manager (“Account Managers”) who shall be responsible for all administrative matters pertaining to this Agreement. The Account Managers will serve as primary point of contact for the other party for any matter regarding this Agreement.

The Account Managers will initially be the following individuals:

For ITA:

Name:

Title:

E-Mail:

Phone: (617) 714 -2100

Fax: (617) 621-3913

For Kayak:

Name: Paul Schwenk

Title: VP, Engineering

E-Mail: pschwenk@kayak.com

Phone: (978) 369-8170

Fax: (978) 369-8174

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Either party may replace the appointed Account Manager upon delivery, prior to such change, to the other party of written notice of such change.

7.3 Exclusivity of Remedies

The provisions of the Services Agreement and this Exhibit B constitute the exclusive provisions applicable to ITA’s maintenance and support of the ITA Software and the provision and support of data and operations therefor. Except as set forth in the Services Agreement or herein. ITA disclaims any and all warranties, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose, except as specifically set forth herein.

7.4 Testing Period

Kayak acknowledges that it has been informed by ITA that for so long as Kayak communicates with the ITA Data Center over the Internet, the Kayak server farm will he considered a “test farm” and not a “production farm.” Accordingly, while ITA will exercise reasonable commercial efforts to comply with the various provisions of this Exhibit B. Kayak agrees that, until Kayak has installed and begun using dedicated private lines to communicate with the Data Center, (i) under no circumstances will ITA le obligated to Kayak for any penalties, liabilities or credits (including but not limited to credits for downtime) resulting from any failure of ITA to comply with this Exhibit 11 and (ii) no problems will be classified as “emergency problems”.

^* CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

EX-10.5

Exhibit 10.5

CONFIDENTIAL TREATMENT

AMENDMENT TO SERVICES AGREEMENT

AMENDMENT, made as of the 18^th 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, 7^th Floor, Cambridge, MA 02139 (“ITA”).

WHEREAS, the Agreement provides for Kayak to submit Queries about Participating Carriers to the ITA Software (all, as defined in the Agreement) and receive responses therefrom; and

WHEREAS, ITA and Kayak wish to amend the Agreement;

NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as follows:

1. DEFINITIONS

Section 1 of the Agreement is hereby amended to include the following definitions:

(r) “Domestic Kayak Search” means a request from an Online User to Kayak for information about airfare for an itinerary that includes only origins, stops and destinations that are Domestic Locations and that is based upon a point of sale that is a Domestic Location.

(s) “International Kayak Search” means any request from an Online User to Kayak that is not a Domestic Kayak Search.

(t) “ITA Customer” means a party that has entered into an agreement with ITA for the use of the ITA Software. ITA may inform Kayak from time to time of the identity of ITA Customers.

(u) “Referral” means any instance in which an Online User is redirected to any web site (such as, but not limited to an airline site) or travel agent in a user session that includes a result generated by the ITA Software in response to a Query (irrespective of whether the Query was a Domestic Query or and International Query). For the avoidance of doubt, a “Referral” shall also include Referrals to airline web sites or other web sites or parties from a result or itinerary that was not generated by the ITA Software (i.e., to a carrier for which ITA may not have data, or for an itinerary which Kayak may have generated from a source other than the ITA Software e.g., by “screen-scraping” another web site), so long as the user session in question also included a Query to the ITA Software, Notwithstanding the foregoing, “Referral” shall not include instances in which an Online User is redirected to any website from an advertisement,

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promotion, link, pointer, sponsorship, or similar promotional service (collectively, “Advertisements”) which may appear on the same page as a list of itineraries or trips even if such list includes one or more results generated by the ITA Software, so long as (1) in any list (or other arrangement of information, which, for the avoidance of doubt, can span one or more pages) that contains a result generated by the ITA Software, each and every result contained therein contains a prominent clickable link, readily apparent to the Online User, which can lead to a Referral, (2) the Advertisement is not visually attached, connected or related to any result or results in a list (or other arrangement of information) that contains a result generated by the ITA Software (i.e. Advertisements must be on a clearly distinct section or portion of the screen), (3) the Advertisement does not contain any flight or itinerary specific information (e.g. flight number, carrier, fare, flight times) related to the Online User’s Query (regardless of whether or not such flight specific information was returned by the ITA Software).

2. SERVICES TO BE PROVIDED

A. Section 2(a) of the Agreement is hereby deleted and replaced with the following:

Description of Services. ITA agrees that Kayak is granted a nonexclusive right to access the ITA Software and submit Queries about Participating Carriers to the ITA Software, and that ITA will operate the ITA Software and return responses about Participating Carriers to Kayak; such Queries and responses to be in accordance with the Documentation. []* ITA will not be obligated to return responses that include any carriers other than Participating Carriers. Except as provided herein and in Exhibit B, Kayak will not be obligated to pay any service, license or other fees for the rights granted hereby. Kayak may use any response returned by the ITA Software to provide travel planning and related services to the Online User that submitted the Query within a one hour user session, and for no other purpose. Notwithstanding the foregoing limitation, Kayak may retain the single best fare displayed to an Online User for a particular itinerary in order to populate a cache containing the single lowest fare that has been displayed on the Site for a particular origin and destination pair in the preceding seven days (the “Permitted Cache”). The Permitted Cache may contain only origin and destination pairs and fares, and Kayak may retain no more than one fare for each origin and destination pair on a given pair of travel dates. Information from the Permitted Cache may be used solely for promotional activities calculated to lead to Referrals. Under no circumstances may Kayak respond to a Domestic or International Kayak Search with information from the Permitted Cache. No other caching of information returned by the ITA Software, whether received directly from ITA Software, or indirectly from another ITA Customer, shall be permitted. The foregoing provisions will apply to any third party (other than an Online User) which Kayak permits to perform Queries to the ITA Software, whether directly under this Agreement or pursuant to any agreement between Kayak and another ETA Customer.

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B. The following subsection (g) is hereby added to Section 2 of the Agreement;

(g) White Label Sites. Kayak may not allow []*, or another entity of similar size in the search field or similar prominence in the search field, to submit Queries to the ITA Software, unless the following conditions are fulfilled (a site fulfilling such conditions is referred to as a “White Label Site”, provided that for the purposes of the following, the “White Label Site” will be deemed to be the web site or page where the search results generated by the ITA Software are displayed, currently described in Kayak’s agreements with its partners as a “Co-Branded Site”):

(i) Kayak must provide the White Label Site with a product which incorporates both QPX shopping and the other functionality offered by Kayak (i.e., data from other sites, the ability to generate Referrals), and that consists of materially greater functionality than that of QPX alone;

(ii) the White Label Site must not contain any air-related functionality other than that provided by Kayak, and must otherwise have substantially the same functionality as the Kayak site, but be branded with both the Kayak and the other party’s brand;

(iii) Queries will not be submitted to QPX directly from the White Label Site, but instead will go through the Kayak presentation layer code (i.e., all white label customers will gain access to Kayak via a Kayak-provided API);

(iv) the White Label Site must not contain any files related to air functionality that are not supplied by Kayak other than static files such as .gif or .jpeg files; i.e., the white label customer may customize only the “front end” appearance of the White Label Site;

(v) Upon ITA’s request, Kayak will provide ITA a list of third parties with whom Kayak has entered into arrangements to provide a White Label Site; and

(vi) The other restrictions set forth in this Agreement with respect to the use of the ITA Software will apply to any White Label Site as well as to Kayak, and Kayak agrees that either (A) Kayak will be liable to ITA for violation by the other party of such restrictions or (B) it will enter into an enforceable agreement with respect to such restrictions with the other party to which Kayak is providing the White Label Site, and ITA will be the intended third party beneficiary thereof.

3. FEES AND EXPENSES

A. Section 4(d) of the Agreement (“Audit Rights”) is hereby deleted.

B. Section 4(c) of the Agreement (“Payment Terms”) is hereby deleted.

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C. Section 4(b) of the Agreement is hereby deleted and replaced with the following:

(b) Service Fee. Kayak shall pay for use of the ITA Software on a []* basis, subject to a []* as set forth below:

[]*

(iv) Reporting and Payment Terms. No later than fifteen days after the end of each Agreement Month, Kayak will report to ITA the total number of Queries done, Referrals made and the Actual Referral Percentage for such Agreement Month. Concurrent with such reporting, Kayak shall pay the greater of []* and the []* for that Agreement Month.

(v) Audit Rights. ITA will have the right, on not more than one occasion during each Agreement Year, to retain a third-party accounting firm to audit the number of Referrals and the Actual Referral Percentage reported by Kayak pursuant to this Section 4, in which event, Kayak will make available to such firm the records upon which such certifications were based. The expense of any such audit will be borne by ITA, except that in the event such auditors determine that the number of Referrals was underreported by Kayak by more than 10%, or that the Actual Referral Percentage reported by Kayak was inflated, then Kayak shall bear the cost of the audit.

4. TERM

Section 5(a) of the Agreement is hereby amended to read:

Term of Agreement. This Agreement shall terminate on December 31, 2011.

5. MISCELLANEOUS

The following subsection (j) is hereby added to Section 13 of the Agreement (“Miscellaneous”).

(j) Additional Service Commitments.

i. []*

ii. In addition to the foregoing, and in addition to the service levels set forth in Exhibit B, in the event that Kayak determines, in good faith, (A) that there has been a material degradation in the performance of the ITA Software (measured against the preceding three-month period), (B) that said degradation has caused or threatens to cause a material adverse impact to Kayak’s business ((A) and (B) shall collectively be referred to as a “Material Degradation”), and (C) that ITA, in the performance of its obligations hereunder has not adequately addressed said Material Degradation, ITA will, upon written notice of the foregoing, make available a “C” level executive (i.e. CEO, CCO, COO, etc.) to meet with Kayak, which executive will make all reasonable

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business efforts to resolve the issue to Kayak’s reasonable satisfaction. For the avoidance of doubt, if ITA determines, in good faith, that the cause of the Material Degradation is (X) beyond ITA’s reasonable control, and/or (Y) such that other customers of ITA or of competitive pricing systems are experiencing a similar degradation to the Material Degradation, the matter shall be deemed to not be subject to the Additional Service Commitment set forth in this Section 13(j)(ii).

6. EFFECT ON AGREEMENT

Except as specifically amended hereby, the Agreement shall remain in all respects in full force and effect.

7. COUNTERPARTS

This Amendment may be signed in one or more counterpart copies, all of which together shall constitute one Agreement and each of which shall constitute an original.

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the date first above written.

KAYAK SOFTWARE CORPORATION
By:	/s/ Keith Melnick
	Keith Melnick, EVP Corporate
	Development
ITA SOFTWARE, INC.
By:	/s/ Jeremy Wertheimer
	Jeremy Wertheimer, President

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EX-10.6

Exhibit 10.6

CONFIDENTIAL TREATMENT

ita Software

141 Portland Street

Suite 700

Cambridge, MA 02139

Tel: 617.714.2100

Fax: 617.621.3913

March 11, 2008

Keith Melnick

Kayak Software Corporation/Sidestep, Inc.

27 Ann Street

Norwalk, CT 06854

Re: Merger of Sidestep Inc. with Kayak Software Corp.

Dear Keith,

Reference is made to that certain Services Agreement dated August 2, 2005, as amended (the “SideStep Agreement”), between ITA Software, Inc. (“ITA”) and SideStep Inc. (“SideStep”), and to that certain Services Agreement dated March 3, 3005, as amended (the “Kayak Agreement”), between ITA and Kayak Software Corporation (“Kayak”).

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:

As of February 1, 2008:

1. The definition of Site in the Kayak Agreement is amended to include sidestep.com; and

2. The SideStep Agreement is terminated by mutual consent of the parties.

In accordance with the foregoing, the []* Execution Units employed by ITA for the benefit of SideStep as of the date hereof will be repurposed to the Kayak server farm, and Kayak shall assume responsibility for payment for such Execution Units pursuant to Section 6.3.1 of Exhibit B to the Kayak Agreement.

Please indicate your acceptance of the foregoing by countersigning below.

www.itasoftware.com

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ita Software

Very truly yours,

/s/ Jeremy Wertheimer

Jeremy Wertheimer

President

ITA Software, Inc.

Accepted and approved:

/s/ Steve Hafner

Steve Hafner

President and CEO

Kayak Software Corporation

SideStep, Inc. (a wholly owned subsidiary of Kayak)

www.itasoftware.com

^* CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

EX-10.7

Exhibit 10.7

CONFIDENTIAL TREATMENT

SECOND AMENDMENT TO SERVICES AGREEMENT

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, 7^th Floor, Cambridge, MA 02139 (“ITA”).

WHEREAS, the Agreement provides for Kayak to submit Queries about Participating Carriers to the ITA Software (all, as defined in the Agreement) and receive responses there from; and

WHEREAS, the Agreement was amended on July 18, 2007 and pursuant to a letter agreement on March 11, 2008; and

WHEREAS, ITA and Kayak wish to further amend the Agreement;

NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as follows;

1. DEFINITIONS

A. Section 1(m) of the Agreement is hereby deleted and replaced with the following:

(m) “Query” means either a “FareSearch”, a “LowFareSearch”, or a “ScheduleSearch” (as such terms are defined in the Documentation) by an Online User to the ITA Software; provided, that “Query” will exclude (i) test queries posed by Kayak to the Licensed Software, (ii) queries posed to the Licensed Software by ITA in connection with its monitoring of the Licensed Software, (iii) queries posed by any unauthorized automated or programmatic query tools (“Bot Queries”), provided that Kayak will use reasonable commercial efforts to prevent or block any such Bot Queries, and, provided further that any Bot Queries in excess of []* of Queries in any Agreement Month shall nevertheless be counted as Queries for that Agreement Month, and (iv) queries for which the ITA Software “times out” or otherwise returns no answer, provided that, for the purposes of this Section I(m)(iii), the ITA Software shall be deemed to have returned an answer if it returns a solution indicating that there are no flights that meet the criteria of the query. “Query” will also include the functionality known as “text rule lookup.”

B. Section 1 of the Agreement is hereby amended to include the following definitions:

(v) “Basic Query” means any Query that is not part of a Split Query.

(w) “Database Query” means a either a “FareSearch”, a LowFareSearch”, or a “ScheduleSearch” (as such terms are defined in the Documentation) by Kayak to the ITA Software that is not a Domestic Kayak Search or International Kayak Search in which the ITA Software is asked to consider flight schedules for not more than one outbound calendar day and one return calendar day. Database Queries must be tagged as such by Kayak in accordance with ITA’s reasonable instructions.

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(x) “Split Query” means any Domestic Kayak Search or International Kayak Search for which Kayak poses more than one Query. For the avoidance of doubt, each Query in a Split Query must have substantially similar parameters (Le., search parameters which are set as described in the Documentation) as those supplied by the Online User for the underlying Domestic Kayak Search or International Kayak Search. Split Queries must be tagged as such by Kayak in accordance with ITA’s reasonable instructions.

2. SERVICES TO BE PROVIDED

A. Section 2(a) of the Agreement is hereby deleted and replaced with the following:

(a) Description of Services. ITA agrees that Kayak is granted a nonexelusive right to access the ITA Software and submit Queries about Participating Carriers to the ITA Software, and that ITA will operate the ITA Software and return responses about Participating Carriers to Kayak; such Queries and responses to be in accordance with the Documentation. []*. However, in the case of both Queries and Database Queries, ITA will not be obligated to return responses that include any carriers other than Participating Carriers. Except as provided herein and in Exhibit B, Kayak will not be obligated to pay any service, license or other fees for the rights granted hereby.

B. The following subsection (g) is hereby added to Section 2 of the Agreement:

(g) Caching, Kayak may retain the origin and destination pairs, fares, dates and carrier names returned in response to Database Queries and Queries (such retained information to be referred to herein as the “Permitted Cache”). Information from the Permitted Cache may be used solely for promotional activities reasonably calculated to lead to Queries. In connection with the foregoing, but without limitation, information from the Permitted Cache may never be used, alone or in combination, (i) as though it is current information, (ii) to provide current air pricing or availability, or in any manner that relates to current air pricing or availability, (iii) in a manner that might, in ITA’s reasonable discretion, be interpreted by a User to present fares, schedules or availability which are valid at the time of display, or (iv) in a manner that might, in ITA’s reasonable discretion, enable a User to derive likely current fare, schedule or availability information, or replace or reduce the necessity for Queries. Additionally, any information from the Permitted Cache that is shown to Online Users must include the date and time such information was first generated. No other caching of information returned by the ITA Software, whether received directly from ITA Software, or indirectly from another ITA Customer through its use of the ITA Software, shall be permitted.

3. FEES AND EXPENSES

Section 4 is hereby modified such that Section 4(b) (“Service Fee”)of the Agreement is deleted and replaced and new Sections 4(c) and 4(d) are added as follows:

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(b) Service Fee. Kayak shall pay for use of the ITA Software []*, subject to a monthly Minimum Service Fee as set forth below:

(i) Minimum Service Fee. Kayak shall pay a minimum service fee for the Software (the “Minimum Service Fee”) in the amount of []* per Agreement Month, against which the []* accruing under Section 4(b)(ii) will be applied. As of January 1, 2010 the Minimum Service Fee shall increase to []* per Agreement Month. For the period January 1, 2012 through December 31, 2012, the Minimum Service Fee per Agreement Month shall be []*, until the aggregate of Minimum Service Fees paid by Kayak to ITA in such calendar year reaches []* that were payable with respect to calendar year 2011 (the “2012 Annual Maximum”). No Minimum Service Fee shall apply to any calendar month after the 2012 Annual Maximum has been met. For the period January 1, 2013 through December 31, 2013, the Minimum Service Fee per Agreement Month shall be equal to one- twelfth of the number that is []* that were payable with respect to calendar year 2012, without regard to minimums.

(ii) []*

(B) []*.

(C) Database Queries. The fee for Database Queries will be []*. Additionally, in connection with the restriction set forth in Section 2(g) that information, from the Permitted Cache be used solely for promotional activities reasonably calculated to lead to Queries, in the event that in a given Agreement Month, the number of Database Queries []*, the parties agree to promptly negotiate an appropriate fee structure for such “excess” Database Queries. In the event that, within thirty (30) days of the Agreement Month in which such Database Queries were performed, the parties are unable to come to agreement with respect to appropriate fees for excess Database Queries, then, for that Agreement Month, in addition to the fees associated with Database Queries, Kayak will pay an additional surcharge for []* in excess of its entitlement for that month equal to the blended effective rate for []* during the Agreement Month in question.

(D) “Null Set” Queries.

(I) Definition. As used herein, a “Null Set Query” means a Query (other than a Database Query), which, because of the exclusion by Kayak of specified airlines and/or of interline itineraries, returns no solutions, but which, had all airlines been permitted to be searched, and interline itineraries been permitted to be included, would have returned at least one solution. For the avoidance of doubt, Null Set Queries shall not include Queries for which the ITA Software is unable to find any itineraries between the specified origin and destination on the specified date(s), or for which, because of parameters set by an Online User, (for example, requesting only flights within a certain time window, or only non-stops) the ITA Software filters out solutions which would have otherwise been returned.

(2) For the period January 1, 2009 through April 30, 2009, Null Set Queries will not be included in Basic or Split Queries that are subject to the []* set forth in Section 4(b)(ii); provided that in the event the number of Null Set Queries during any Agreement Month during such period exceeds []* of the aggregate number of Basic and Split Queries during such Agreement Month, any Null Set Queries in excess of []* will be considered Basic or Split Queries, as appropriate, and will be subject to the applicable []* set forth in Section 4(b)(ii). Prior to April 30, 2009, Kayak will work with ITA to reduce the number of Null Set Queries, and will use its best commercial efforts to reduce querying by spiders and bots.

(3) Following April 30, 2009, Kayak will be excused from the requirement to submit a Query to the ITA Software each lime an Online User performs a Domestic Kayak Search (as set forth in Section 2(a), with respect to Queries which Kayak reasonably anticipates, based upon the origin and destination, will be Null Set Queries (“Excluded Queries”), so long as the Excluded Queries comprise less than []* of the aggregate number of Basic and Split Queries (i.e. to the extent that the Excluded Queries comprise []* or more than the aggregate number of Basic and Split Queries, such Queries will be counted as Basic Queries). Kayak will provide ITA, on a quarterly basis, with the list of origins and destinations which it is excluding based upon this Section 4(b)(iii)(C). If Kayak performs any queries which it could have excluded as Excluded Queries under this paragraph, such queries will be considered as Basic Queries subject to the []* set forth in Section 4(b)(ii).

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(c) Reporting and Payment Terms.

(1) Retrospective Adjustments. Kayak will report to ITA the number of Null Set Queries and Bot Queries for each Agreement Month from January through March 2009 in accordance with Section 7 of this Amendment. Kayak will report the number of Null Set Queries and Bot Queries performed in April, 2009 by no later than May 10, 2009.

(2) No later than fifteen (15) days following the end of an Agreement Month, Kayak will certify to ITA the total number of Excluded Queries and Bot Queries for that Agreement Month. ITA will invoice Kayak for all fees calculated in accordance with this Section 4, specifically noting on its invoices, the excess, if any, of []* over the Minimum Service Fee. Kayak will pay the amount invoiced no later than thirty (30) days from date of invoice.

(d) Audit Rights. ITA will have the right, on not more than one occasion during each Agreement Year, to retain a third-party accounting firm to audit the number of Excluded Queries and Bot Queries certified by Kayak pursuant to this Section 4, in which event, Kayak will make available to such firm records supporting such identifications. Kayak will have the right, on not more than one occasion during each Agreement Year, to retain a third-party accounting firm to audit the number of Queries (including Split Queries, Database Queries and Basic Queries) reported by ITA pursuant to this Section 4, in which event, ITA, will make available to such firm the records upon which such certifications were based. The expense of any such audit will be borne by the party requesting it, except that in the event such auditors determine that (i) more than 10% of purported Database Queries were mis-identified by Kayak then Kayak shall bear the cost of the audit, or (ii) the number of Queries was over reported by ITA by more than 10%, then ITA shall bear the cost of the audit.

4. DATA CENTER

As of the date hereof, in lieu of the charges for the Hardware described in Section 6.3.1 of Exhibit B, the Data Center Fee shall be based upon [the number of EUs operated by ITA for Kayak as follows:

Number of EUs	Monthly Fee Per EU
[
	]*

(plus, in each case, applicable CPI increases beginning January 1, 2010). The Data Center Fee shall be graduated; in other words, []* regardless of any discounts that may apply to higher numbers of EUs).

5. TERM

Section 5(a) of the Agreement is hereby amended to read:

(a) Term of Agreement. This Agreement shall terminate on December 31, 2013.

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6. EFFECT ON AGREEMENT

Except as specifically amended hereby, the Agreement shall remain in all respects in full force and effect.

7. EFFECTIVE DATE

The terms hereof will become effective as of January 1, 2009. The parties agree that as of the date hereof the amount payable by Kayak to ITA comprises the following:

(a) []* in total license fees with respect to 2008 (based on an agreed-upon amount of []* in excess of the aggregate Minimum Service Fees for 2008, which agreed- upon amount represents an amount smaller than the amount originally invoiced by ITA, which reduction is based upon the parties’ agreement to enter into this Amendment), of which []* has been paid prior to the date hereof, and the balance has not been paid as of the date hereof. Of such remaining outstanding balance []*, Kayak agrees to pay at least []* upon the execution or this Amendment and the remaining balance prior to April 30, 2009.

(b) []* of invoices relating to Sidestep which ITA will promptly provide, which Kayak agrees to pay prior to April 30^th 2009,

(c) []* with respect to April 2009 (comprising Minimum Service Fees, data and hosting fees) which was due April 1, 2009 and which Kayak agrees to pay prior to April 30, 2009.

No later than April 15, 2009, Kayak will provide ITA with reports required under this Agreement with respect to the months of January, February and March 2009. ITA will invoice any amounts due in excess of the Minimum Service Fees with respect to such months, and Kayak will pay such invoices promptly upon receipt thereof.

8. COUNTERPARTS

This Amendment may be signed in one or more counterpart copies, all of which together shall constitute one Agreement and each of which shall constitute an original.

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IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of the date first above written

KAYAK SOFTWARE CORPORATION
BY:	/s/ Steve Hafner
	Steve Hafner 4/10/09
ITA SOFTWARE, INC.
BY:	/s/ Jeremy Wertheimer
	Jeremy Wertheimer, President 4/14/09

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EX-10.8

Exhibit 10.8

LEASE AGREEMENT

BETWEEN

Jefferson at Maritime, L.P.,

a Delaware limited partnership

AS LANDLORD

AND

Kayak Software Corporation

a Delaware corporation

AS TENANT

55 N. Water Street

Norwalk, Connecticut

DATED

August 7, 2008

TABLE OF CONTENTS

		Page
1.	Definitions and Basic Provisions		5
2.	Lease Grant		5
3.	Tender of Possession		6
4.	Rent		8
5.	Delinquent Payment; Handling Charges		9
6.	Letter of Credit		9
7.	Services; Utilities; Common Areas		12
8.	Alterations; Repairs; Maintenance; Signs		15
9.	Use		21
10.	Assignment and Subletting		22
11.	Insurance; Waivers; Subrogation; Indemnity		25
12.	Subordination; Attornment; Notice to Landlord’s Mortgagee		28
13.	Rules and Regulations		30
14.	Condemnation		31
15.	Fire or Other Casualty		32
16.	Personal Property Taxes		33
17.	Events of Default		33
18.	Remedies		34
19.	Payment by Tenant; Non-Waiver; Cumulative Remedies		36
20.	[Intentionally Omitted]		37
21.	Surrender of Premises		37
22.	Holding Over		37
23.	Certain Rights Reserved by Landlord		38
24.	Extension Options		39
25.	Hazardous Materials		39
26.	Miscellaneous		41
27.	USA Patriot Act and Anti-Terrorism Laws		45
28.	Roof Space for Dish/Antenna		46
29.	OSHA Regulations		38
30.	Disclaimer		46

List of Exhibits. All exhibits and attachments attached hereto are incorporated herein by this reference.

Exhibit A - Outline of Premises

Exhibit B - Parking Areas

Exhibit C - Additional Rent, Taxes and Insurance

Exhibit D - Work Letter

Exhibit D-1 - Tenant Construction Rules And Regulations

Exhibit E - Building Rules and Regulations

Exhibit F - Form of Confirmation of Commencement Date Letter

Exhibit G - Form of Tenant Estoppel Certificate

Exhibit H - Form of Letter of Credit

Exhibit I - Cleaning Schedule and Standards

(i)

Exhibit J - Form of Subordination, Non-disturbance and Attornment Agreement

Exhibit K - Extension Options

Exhibit L - Roof Space for Dish/Antenna

(ii)

LEASE AGREEMENT

This Lease Agreement (this “Lease”) is entered into this      day of August, 2008, by and between the Landlord and the Tenant hereinafter named.

BASIC LEASE INFORMATION

Landlord:	Jefferson at Maritime, L.P., a Delaware limited partnership (“Landlord”)
Tenant:	Kayak Software Corporation, a Delaware corporation (“Tenant”)
Guarantor:	None
Premises:	That portion of the building located at 55 North Water Street, Norwalk, Connecticut (the “Building”) containing approximately 6,400 rentable square feet (the “Premises”). The Premises are more particularly shown on the plan attached to the Lease as Exhibit A. The land on which the Building is located (the “Land”) and the driveways, associated parking facilities (the “Parking Area”), and similar improvements and easements associated with the foregoing or the operation thereof and is more particularly shown in the attached Exhibit B.
Complex; Main Parking Area and 55/77 Garage:	The term “Complex” shall mean the Building (55 North Water Street) and the building known as 77 North Water Street (sometimes herein separately referred to as “Building C”
	“Main Parking Area” - That certain surface parking area containing approximately 195 parking spaces.
	“55/77 Garage” - The one-level below ground garage which is accessible from the Parking Area.
Term:	The term of this Lease (the “Term”) shall commence on the Possession Date and shall end at 5:00 p.m. local time on the last day of the sixtieth (60th) full calendar month following the Rent Commencement Date (the “Expiration Date”) or, if the Term of this Lease shall be extended in accordance with Exhibit K of this Lease, then the last day of the applicable Extension Term, subject to earlier termination as provided in the Lease.
Commencement Date:	The Commencement Date of this Lease shall be the date this Lease is fully-executed. Notwithstanding anything to the contrary contained in this Lease, from and after the date of the Lease and at all times thereafter, Tenant and Landlord shall each comply with all applicable obligations under this Lease. This Lease is a present lease and not a contract to make a lease at some future date, even though the Term will not commence until the Possession Date.

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Possession Date:	The Possession Date is defined in Section 3(a) of this Lease.
Landlord’s Work:	Is defined in Section 2 of Exhibit D (Work Letter).
Initial Tenant Improvements:	Is defined in Section 3(c) below.
Rent Commencement Date	The Rent shall be the date which is ninety (90) days after the Possession Date, provided, however, that in the event Landlord shall fail to Substantially Complete the Landlord’s Work on or prior to the date which is ninety (90) days after the Possession Date for any reason other than a Tenant Delay (as such term is defined in Exhibit D hereto), then the Rent Commencement Date shall be postponed to the date Landlord shall Substantially Complete the Landlord’s Work.
Base Rent:	Base Rent shall be due and payable on and after the Rent Commencement Date in the following amounts for the following periods of time:

Lease Month	Monthly Base Rent
0-3	Rent Abatement Period
4-12	$13,333.33
13-24	$13,333.33
25-36	$13,866.66
37-48	$14,440.00
49-60	$14,440.00
61-63	$14,440.00

	As used herein, the term “Lease Month” shall mean each calendar month during the Term (and if the Possession Date does not occur on the first (1st) day of a calendar month, the period from the Possession Date to the first (1st) day of the next calendar month shall be included in the first (1st) Lease Month for purposes of determining the duration of the Term and the monthly Base Rent rate applicable for such partial month, subject to the Rent Abatement Period).
Additional Rent	Is defined in Section 4(b).
Security Deposit:	Pursuant to Section 6, upon Tenant’s execution of this Lease, Tenant shall be required to deliver to Landlord a Letter of Credit in the amount of the Brokerage Commissions and Landlord Allowances in the form required by Section 6 and Exhibit H hereto (the “Letter of Credit”). Assuming a Premises area of 6,400 rentable square feet, the Letter of Credit will be in the amount of $196,923.08. The Letter of Credit is subject to reduction in accordance with the terms of Section 6(f). Alternatively, pursuant to Section 6, Tenant may elect to provide Landlord with a cash security deposit in the amount of the Letter of Credit.

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Rent:	Base Rent, Additional Rent, Taxes and Insurance (each as defined in Exhibit C hereto), and all other sums that Tenant may owe to Landlord or otherwise be required to pay under the Lease.
Permitted Use:	Tenant shall use and occupy the Premises solely for general, executive and administrative office use, and for other non-governmental office-related uses permitted under applicable Law, subject to the terms and conditions of this Lease, and provided all “office-related uses” are reasonably determined by Landlord to be consistent with a typical general office use and in keeping with the character and reputation of the Building (the “Permitted Use); and for no other purpose whatsoever.
Tenant’s Share:	4.40%, which is the percentage obtained by dividing (a) the number of rentable square feet in the Premises as stated above by (b) the total number of rentable square feet of space in the Complex, which shall be 145,340. Landlord and Tenant stipulate that the number of rentable square feet in the Premises and the number of rentable square feet of space in the Complex set forth above is conclusive as to the square footage in existence on the date of this Lease and shall be binding upon them.
Tenant’s Initial Liability Insurance Amount:	$1,000,000.00, each occurrence and $2,000,000.00, annual aggregate amount.
Parking Spaces:	Tenant shall be entitled to three (3) non-exclusive, unreserved parking spaces in the Parking Area, per each 1,000 rentable square feet of the Premises, subject to such terms, conditions and regulations as are from time to time generally applicable to office tenants at the Complex, at no charge to Tenant throughout the initial Term of the Lease. For a Premises consisting of 6,400 rentable square feet, Landlord represents Tenant shall be entitled to, and have access to, 19 parking spaces in the Parking Area.
Broker:	For Tenant: Summit Development, LLC
	For Landlord: Summit Development, LLC

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Tenant’s Address:	Prior to Rent Commencement Date: 27 Ann Street, Suite 300 Norwalk, CT 06854	Following Rent Commencement Date: 55 North Water Street South Norwalk
	Attention: Steve Hafner Telephone: 203-899-3104 Facsimile: 203-899-3125	CT Attention: Steve Hafner Telephone:203-899-3104 Facsimile:203-899-3125
Landlord’s Address:	For All Notices: Jefferson at Maritime, LP c/o JPI Property Management Office 55 N. Water Street Norwalk, CT Attn: Property Manager	With copies to: Jefferson at Maritime, LP c/o JPI 144 Turnpike Road Suite 230 Southborough, MA 01772 Attn: Thomas N. O’Brien, Executive VP and Managing Partner and: Jefferson at Maritime, LP c/o JPI Attn: Bobby Page, President/CIO JPI 600 East Colinas Blvd. Suite 2100 Irving, TX 75039 and: Pullman & Comley, LLC 300 Atlantic Street Stamford, CT 06901 Attention: Geoffrey F. Fay, Esq.

The foregoing Basic Lease Information is incorporated into and made a part of this Lease. If any conflict exists between any Basic Lease Information and the following provisions of the Lease, then such following provisions of the Lease shall control.

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LEASE PROVISIONS

1. Definitions and Basic Provisions. The definitions and basic provisions set forth in the foregoing Basic Lease Information (the “Basic Lease Information”) are incorporated herein by reference for all purposes. Additionally, the following terms shall have the following meanings when used in this Lease: “Affiliate” means any person or entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the party in question; “Building’s Structure” means the Building’s exterior walls, roof, elevator shafts (if any), footings, foundations, structural portions of load- bearing walls, structural floors and subfloors, and structural columns and beams; “Building’s Systems” means the Premises’ and Building’s HVAC, life-safety, plumbing, sanitary waste, electrical, and mechanical systems; “Business Day(s)” means Monday through Friday of each week, exclusive of Holidays; “Holidays” means New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day, and any other nationally or regionally recognized holiday; “including” means including, without limitation; “Laws” means all federal, state, and local laws, ordinances, rules and regulations, all court orders, governmental directives, and governmental orders and all interpretations of the foregoing, and all restrictive covenants affecting the Building, and “Law” shall mean any of the foregoing; and “Tenant Party” means any of the following persons: Tenant; any assignees claiming by, through, or under Tenant; any subtenants claiming by, through, or under Tenant; and any of their respective members, managers, officers, directors, partners agents, contractors, employees and invitees.

2. Lease Grant. Subject to the terms of this Lease, Landlord leases to Tenant, and Tenant leases from Landlord, the Premises (as defined in the Basic Lease Information).

(a) Contingency. Notwithstanding anything to the contrary contained in this Lease, this Lease and the rights and obligations of Landlord and Tenant under this Lease, are expressly contingent upon the Landlord’s receipt, on or before August 30, 2008, with time being of the essence thereof, of the written approval of the Norwalk Planning & Zoning Board permitting the lease of the Premises demised hereto to Tenant. In the event the foregoing contingency is not satisfied, as reasonably determined by Landlord or Tenant, within the time specified above, then Landlord and Tenant shall each have the option to terminate this Lease effective on the date which is fifteen (15) days after delivery of notice of termination to the other party hereto, unless such contingency has been satisfied within such fifteen (15) day period. In the event the Lease is terminated pursuant to this Section 2(a), Landlord shall within fifteen (15) days of such termination return the Security Deposit and any pre-paid Rent to Tenant, and this Lease shall be null and void, except for any indemnities as are expressly intended to survive the termination of this Lease. Landlord shall pay directly for all out-of-pocket costs incurred by Tenant to unrelated third-parties for engineering services and construction management fees prior to (but not after) the satisfaction of this contingency or any termination of the Lease under this Section 2(a), up to the aggregate amount of $19,200, within thirty (30) days of Tenant’s submission to Landlord of invoices evidencing the amounts due and owing to third-parties for such work. In the event the contingency set forth in this Section 2(a) shall be satisfied, then Tenant shall reimburse Landlord within thirty (30) days for all sums paid by Landlord to third-parties pursuant to this Section 2(a). If this Lease shall be terminated pursuant to this Section 2(a), Landlord shall be deemed the owner of all work product produced by third-parties for Tenant and paid for by Landlord and Tenant shall take such further actions, at Landlord’s request, as may be necessary to vest title to such work product in Landlord. The parties obligations under this Section 2(a) shall survive any termination of the Lease pursuant to this Section 2(a).

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3. Tender of Possession.

(a) Possession Date. The “Possession Date” shall be the earlier of (i) the date on which Landlord has approved Tenant’s Plans (as such term is defined in Section 6(a) of Exhibit D (Work Letter) attached hereto), and Tenant has procured a Building Permit for the Initial Tenant Improvements, pursuant to the terms of Section 6(a) of Exhibit D (Work Letter) attached hereto, or (ii) the date which is ninety (90) days after the Commencement Date, provided, however, that in the event Landlord has not obtained the zoning approval referred to in Section 2(a) above on or before August 20, 2008, then the Possession Date (as determined under either of subsection (i) or (ii) above) shall be extended by a number of days equal to the number of days between August 20, 2008 and the date on which Landlord obtains such zoning approval. Notwithstanding the foregoing, in the event Tenant shall (1) fail to submit proposed Tenant’s Plans to Landlord in the form required in Exhibit D on or before the date which is thirty (30) days after the Commencement Date or (2) fail to submit, with the Norwalk Building Department, a completed application for a Building Permit for the Initial Tenant Improvements, on or before the day which is ten (10) days after Landlord has approved Tenant’s Plans, as required in Section 6(a) of Exhibit D (Work Letter) (provided that in no event shall Tenant be obligated to submit the application until Landlord obtains zoning approval), then, for purposes of determining the Possession Date, the conditions set forth in Section 3(a)(i) above shall be deemed satisfied on the date, as reasonably determined by Landlord, that Tenant would have procured a Building Permit if Tenant had performed its obligations under Exhibit D (Work Letter) in the time required. On the Possession Date (defined below), Landlord shall deliver possession of the Premises to Tenant subject to the terms and conditions of this Lease, and in the condition specified in Section 1 (Turn-Over Condition of Premises) of Exhibit D (Work Letter) attached hereto.

(b) Landlord’s Work. Landlord shall, at its sole expense, undertake and complete the Landlord’s Work in accordance with the terms of Section 2 of Exhibit D (Work Letter) of this Lease. All Landlord Work shall be performed by Landlord concurrently with Tenant’s performance of the Initial Tenant Improvements and, subject to any Tenant Delay (as defined in Exhibit D, Section 2) shall be Substantially Completed not later than ninety (90) days after the Possession Date. “Substantially Completed” means that Landlord’s Work in the Premises has been performed in substantial accordance with Section 2 of Exhibit D hereto, and all applicable Laws (other than any details of construction, mechanical adjustment or other similar matter, the noncompletion of which does not materially interfere with, or materially disturb, or materially adversely affect Tenant’s ability to commence or complete construction of the Initial Tenant Improvements). Landlord shall not be subject to any liability for any delay in the Possession Date or any delay in the Substantial Completion of the Landlord’s Work and the validity of this Lease shall not be impaired under such circumstances, except that the Rent Commencement Date shall not be deemed to have occurred until such time as the Landlord has delivered possession of the Premises to Tenant with the Landlord’s Work Substantially Complete (unless delayed by reason of Tenant Delay). Landlord and Tenant shall cooperate in good faith to schedule the construction or installation of any aspects of the Initial Tenant Improvements with the Landlord’s Work to achieve a

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timely, simultaneous completion of the Landlord’s Work and the Initial Tenant Improvements. Tenant acknowledging and agreeing that certain aspect(s) of the Landlord’s Work should properly be constructed or installed prior to the construction or installation of certain aspect(s) of the Initial Tenant Improvements. The labor employed by Tenant or anyone performing the Initial Tenant Improvements for or on behalf of Tenant shall always be harmonious and compatible with the labor employed by Landlord or any contractors or subcontractors of Landlord. Should such labor be incompatible with such Landlord’s labor as shall be determined in the reasonable judgment of Landlord, to be exercised in good faith, Landlord may require Tenant to cease its Initial Tenant Improvements until the completion of the Landlord’s Work.

(c) Initial Tenant Improvements. Upon the Possession Date, Landlord shall deliver possession of the Premises to Tenant, subject to the terms of this Lease. Promptly after the Possession Date, Tenant shall be responsible for the construction of all improvements and Alterations (other than the Landlord’s Work) necessary to prepare the Premises for Tenant’s use and occupancy (referred to herein as the “Initial Tenant Improvements”), pursuant to the applicable requirements of this Lease, including Exhibit D (Work Letter) hereto. Landlord shall fund the Landlord Allowance and the Bathroom Allowance (as such terms are defined in Section 5(b) of Exhibit D (Work Letter) hereto), to Tenant, pursuant to the terms of Exhibit D (Work Letter), to be applied by Tenant towards the costs of the Initial Tenant Improvements as more particularly provided in Exhibit D (Work Letter). Except as otherwise specifically provided in the definition of Rent Commencement Date in the Basic Lease Information, in the event the Tenant shall have failed to complete the Initial Tenant Improvements on or before the Rent Commencement Date, then Tenant’s obligation to pay Base Rent and all Additional Rent shall nevertheless commence on the Rent Commencement Date.

(d) Confirmation Letter. No later than ten (10) days after the Landlord’s Work is Substantially Complete, Tenant and Landlord shall execute and deliver to one another, a letter substantially in the form of Exhibit F hereto confirming: (1) the Possession Date, the date of Substantial Completion of Landlord’s Work and the Rent Commencement Date and the Expiration Date of the initial Term; and (2) that Tenant has accepted the Premises; however, the failure of the parties to execute such letter shall not defer the Possession Date, or the Rent Commencement Date, or otherwise invalidate this Lease. Tenant’s failure to execute such document within ten (10) Business Days of receipt thereof from Landlord shall be deemed Tenant’s agreement to the contents of such document in the form prepared by Landlord and submitted to Tenant.

(e) Premises “AS-IS”. Tenant acknowledges that: (i) it has been advised by Landlord and Landlord’s Broker to satisfy itself with respect to the condition of the Premises (including, without limitation, the Building’s Systems located therein, and the security thereof) and the present and future suitability of the Premises for Tenant’s intended use (subject to completion of the Landlord’s Work); (ii) Tenant has made such inspection and investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to Tenant’s occupancy of the Premises; and (iii) neither Landlord nor any of Landlord’s agents has made any oral or written representations or warranties with respect to the condition, suitability or fitness of the Premises other than as may be specifically set forth in this Lease. Tenant agrees that, except for the Landlord’s Work which Landlord is required

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to perform, Landlord shall have no obligation to perform any work, supply any materials, incur any expenses, provide Tenant with any allowance (other than the Landlord Allowance and Bathroom Allowance referred to in Exhibit D hereto), funds, rent credits, or make any installations in order to prepare the Premises for Tenant’s use. By accepting possession of the Premises on the Possession date Tenant shall be deemed to have accepted the Premises in its then “AS IS” condition, subject to Landlord’s completion of Landlord’s Work and all applicable Laws. Notwithstanding the foregoing, Tenant shall not be responsible for any violation of Laws applicable to the Premises existing on the Possession Date or arising as result of Landlord’s Work, and Landlord shall promptly remedy any such violation, provided such violation was not caused by the act, omission or default by Tenant or any Tenant Party. Further, Tenant acknowledges the Premises may not legally by occupiable until Tenant procures a Certificate of Occupancy for the Premises after the substantial completion of the Initial Tenant Improvements.

4. Rent.

(a) Base Rent. Tenant shall timely pay Base Rent (as defined in the Basic Lease Information), to Landlord, without notice, demand, deduction or set-off (except as otherwise expressly provided herein), by good and sufficient check drawn on a national banking association or other banking institution at Landlord’s address provided for in this Lease or as otherwise specified by Landlord and shall be accompanied by all applicable state and local sales or use taxes. The obligations of Tenant to pay Base Rent (as defined in the Basic Lease Information) and other sums to Landlord and the obligations of Landlord under this Lease are independent obligations. Base Rent, adjusted as herein provided, shall be payable monthly in advance. The first (1^st) monthly installment of Base Rent due hereunder shall be payable contemporaneously with the execution of this Lease by Tenant; thereafter, commencing on the first (1^st) day of the calendar month following the Rent Commencement Date, Base Rent shall be payable on the first (1^st) day of each and every month of the Term. The monthly Base Rent for any partial month in which the Rent Commencement Date occurs shall equal the product of 1/365 (or in the event of a leap year, 1/366) of the annual Base Rent in effect during the partial month and the number of days in the partial month, and shall be due on the Rent Commencement Date. Payments of Base Rent for any fractional calendar month at the end of the Term shall be similarly prorated.

(b) Additional Rent. Commencing on the Possession Date, Tenant shall be solely responsible to pay for all utilities provided to the Premises, including, but not limited to electricity, gas, water and sewer. Landlord represents that gas and electricity shall be separately metered, water shall be submetered and sewer charges are included in Operating Expenses. Commencing on the Rent Commencement Date and thereafter during the Term of this Lease, Tenant shall pay to Landlord: (i) Tenant’s Share of the annual Operating Expenses (as defined in Exhibit C attached hereto), and (ii) Tenant’s Share of Taxes (as defined in Exhibit C) for the Complex (and associated land) (collectively, “Additional Rent”), at the same time and in the same manner as Base Rent. Landlord may make a good faith estimate of the Additional Rent to be due by Tenant for any calendar year or part thereof during the Term. During each calendar year or partial calendar year of the Term, Tenant shall pay to Landlord, in advance concurrently with each monthly installment of Base Rent, an amount equal to the estimated Additional Rent for such calendar year or part thereof divided by the number of

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months therein. From time to time, Landlord may estimate and re-estimate the Additional Rent to be due by Tenant and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Additional Rent payable by Tenant shall be appropriately adjusted in accordance with the estimations so that, by the end of the calendar year in question, Tenant shall have paid all of the Additional Rent as estimated by Landlord. Any amounts paid based on such an estimate shall be subject to adjustment as provided in Exhibit C when actual Operating Expenses and Taxes are available for each calendar year. Base Rent and Additional Rent are collectively defined as “Rent”.

(c) Intentionally Omitted.

5. Delinquent Payment: Handling Charges. Any item or payment of Rent not paid within five (5) days of when due and payable to Landlord shall bear interest from the date due until paid at the lesser of (a) the maximum lawful rate of interest, and (b) an interest rate equal to the Prime Rate published by the Wall Street Journal, plus two (2) percent (such lesser amount is referred to herein as the “Default Rate”); additionally, for any item or payment of Rent not paid within five (5) days of when due and payable to Landlord, Landlord, in addition to all other rights and remedies available to it, may charge Tenant a fee equal to five percent (5%) of the delinquent payment to reimburse Landlord for its cost and inconvenience incurred as a consequence of Tenant’s delinquency. Any such late charge and interest payment shall be payable as Additional Rent under this Lease, shall not be considered a waiver by Landlord of any default by Tenant hereunder, and shall be payable immediately on demand. In no event, however, shall the charges permitted under this Section 5 or elsewhere in this Lease, to the extent they are considered to be interest under applicable Law, exceed the maximum lawful rate of interest.

6. Security Deposit.

(a) Concurrently with Tenant’s execution of this Lease, Tenant shall deliver to Landlord, as collateral for the full performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer as a result of any Event of Default by Tenant under this Lease, either (i) a cash security deposit in the amount of One Hundred Ninety-Six Thousand Nine Hundred Twenty-Three and 08/100 Dollars ($196,923.08) (as such amount may be reduced pursuant to subsection 6(f) below, the “Cash Security Deposit”), or (ii) a standby, unconditional, irrevocable, transferable letter of credit subject to the Uniform Customs and Practice for documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600 in the form of Exhibit H hereto, and containing the terms required herein (the “Letter of Credit”), in the face amount of One Hundred Ninety-Six Thousand Nine Hundred Twenty-Three and 08/100 Dollars ($196,923.08) (the “Letter of Credit Amount”), naming Landlord as beneficiary, issued (or confirmed) by a financial institution reasonably acceptable to Landlord, permitting multiple and partial draws thereon. Tenant shall cause the Letter of Credit to be continuously maintained in effect (whether through replacement, renewal or extension) in the Letter of Credit Amount through the date (the “Final LC Expiration Date”) that is 60 days after the Expiration Date of this Lease (including any exercised Extension Term(s)), subject to reduction as provided in Section 6(f) below. If the Letter of Credit held by Landlord expires earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal

9

given by the issuing bank), Tenant shall deliver a new Letter of Credit or certificate of renewal or extension to Landlord not later than 30 days prior to the expiration date of the Letter of Credit then held by Landlord. Any renewal or replacement Letter of Credit shall comply with all of the provisions of this Section 6 and Exhibit H, shall be irrevocable, transferable and shall remain in effect (or be automatically renewable) through the Final LC Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may be reasonably acceptable to Landlord.

(b) Landlord shall have the immediate right to draw upon the Letter of Credit, in whole or in part, at any time and from time to time: (i) if an Event of Default occurs; or (ii) if the Letter of Credit held by Landlord expires earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the issuing bank), and Tenant fails to deliver to Landlord, at least 30 days prior to the expiration date of the Letter of Credit then held by Landlord, a renewal or substitute Letter of Credit that is in effect and that complies with the provisions of this Section 6 and Exhibit H. No condition or term of this Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the Letter of Credit upon the occurrence of any Event of Default by Tenant under this Lease or upon the occurrence of any of the other events described above in this Section 6(b).

(c) The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (i) against any Rent payable by Tenant under this Lease that is not paid when due, subject to any applicable cure period; (ii) against all losses and damages that Landlord has suffered as a result of any Event of Default by Tenant under this Lease; (iii) against any costs incurred by Landlord in connection with the Lease (including reasonable attorneys’ fees incurred by reason of an Event of Default); and (iv) against any other amount that Landlord may spend or become obligated to spend by reason of an Event of Default. Provided Tenant has performed all of its obligations under this Lease, Landlord agrees to pay to Tenant, within 60 days after the Final LC Expiration Date, the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final LC Expiration Date a voluntary petition is filed by Tenant or any Guarantor, or an involuntary petition is filed against Tenant or any Guarantor by any of Tenant’s or Guarantor’s creditors, under the Federal Bankruptcy Code, and there is an outstanding Event of Default, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

(d) If, as result of any application or use by Landlord of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be less than the Letter of Credit Amount, Tenant shall, within five (5) Business Days thereafter, provide Landlord with additional letter(s) of credit in an amount equal to the deficiency (or a replacement letter of

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credit in the total Letter of Credit Amount), and any such additional (or replacement) letter of credit shall comply with all of the provisions of this Section 6(d) and if Tenant fails to comply with the foregoing, notwithstanding anything to the contrary contained in this Lease, the same shall constitute an incurable Default by Tenant. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

(e) Landlord may, at any time and without notice to Tenant and without first obtaining Tenant’s consent thereto, transfer all or any portion of its interest in and to the Letter of Credit to another party, person or entity, which succeeds to interest of Landlord as “landlord” under this Lease, and to Landlord’s Mortgagee and/or to have the Letter of Credit reissued in the name of Landlord’s Mortgagee. If Landlord transfers its interest in the Building or Complex and transfers the Letter of Credit (or any proceeds thereof then held by Landlord) in whole or in part to the transferee, Landlord shall, without any further agreement between the parties hereto, thereupon be released by Tenant from all liability therefor. The provisions hereof shall apply to every transfer or assignment of all or any part of the Letter of Credit to a new landlord. In connection with any such transfer of the Letter of Credit by Landlord, Tenant shall, at Tenant’s sole cost and expense, execute and submit to the issuer of the Letter of Credit such applications, documents and instruments as may be necessary to effectuate such transfer. Tenant shall be responsible for paying the issuer’s transfer and processing fees in connection with any transfer of the Letter of Credit and, if Landlord advances any such fees (without having any obligation to do so), Tenant shall reimburse Landlord for any such transfer or processing fees within ten days after Landlord’s written request therefor.

(f) Provided no Event of Default has occurred, then, provided that Tenant complies with the provisions of this Section 6(f), on each of the first, second and third anniversaries of the Rent Commencement Date (each such date a “Reduction Date”) occurring during the initial Term, the amount of the Letter of Credit, or cash Security Deposit, shall be reduced by the amount of $56,450.95, and if the Security Deposit is in the form of a cash Security Deposit, the Landlord shall return to Tenant the amount of $56,450.95 on each Reduction Date, and if the Security Deposit is in the form of a Letter of Credit, the Letter of Credit shall be reduced as follows: Tenant shall deliver to Landlord a proposed amendment to the Letter of Credit (which amendment shall not diminish Landlord’s rights under the Letter of Credit or increase Landlord’s obligations under the Letter of Credit, and which Letter of Credit amendment shall otherwise be reasonably acceptable to Landlord in all respects), reducing the amount of the Letter of Credit by the amount of the permitted reduction, and Landlord shall execute such documents as are reasonably necessary to reduce the amount of the Letter of Credit in accordance with the terms hereof. In no event shall the Letter of Credit, or cash Security Deposit, be reduced below the amount of $27,570.22 during the Term of this Lease.

(g) Any Cash Security Deposit deposited by Tenant shall be held by Landlord as security for the faithful performance and observance by Tenant of all of the terms, provisions, covenants and conditions of this Sublease. Any cash Security Deposit shall be subject to reduction on the terms and conditions of Subsection (f) above. The Cash Security

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Deposit shall be in the form of a check from Tenant drawn upon a bank reasonably acceptable to Landlord and issued by a bank reasonably acceptable to Landlord. Landlord shall not be required to maintain any Cash Security Deposit separate from other funds of Landlord and Landlord may commingle any Cash Security Deposit with other funds of Landlord. In the event of an Event of Default, Landlord may use, apply or retain the whole or any part of the Cash Security Deposit to the extent required for the payment of any Rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend, or may be required to expend, by reason of Tenant’s default in respect to any of the terms, covenants and conditions of this Lease, including, but not limited to, any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord. Should the entire Cash Security Deposit, or any portion thereof, be appropriated and applied by Landlord for the payment of overdue Rent or other sums due and payable to Landlord by Tenant hereunder, then Tenant shall, upon written demand of Landlord, forthwith remit to Landlord a sufficient amount in cash to restore said Cash Security Deposit to the Cash Security Deposit required to be maintained under this Lease immediately prior to such Event of Default, and Tenant’s failure to do so within five (5) Business Days after receipt of such demand shall constitute an Event of Default under this Lease. Should Tenant comply with all of said terms, covenants and conditions of this Lease and pay all of the Rent as herein provided and any other sums payable by Tenant to Landlord hereunder, and faithfully observe and perform all other conditions and obligations of Tenant under this Sublease, any Cash Security Deposit amount then being held by Landlord, shall be returned to Tenant within 60 days after the end of the Term, or within 60 days after the earlier termination of this Lease, without interest, provided Tenant has then fulfilled all of its obligations under this Lease.

7. Services; Utilities; Common Areas.

(a) Services. Other than Landlord’s maintenance, repair and replacement obligations expressly set forth in this Lease, Landlord shall not be obligated to provide any services to Tenant.

(b) Electricity. Tenant shall pay for all electricity consumed in the Premises and for all electricity required to operate all wall outlets, Premises lighting and all heating, ventilation and air-conditioning facilities exclusively servicing the Premises, including the HVAC to be installed as part of Landlord’s Work. Electricity consumed at the Premises shall be measured by one or more direct electric meters to be installed by utility companies or by Landlord, at Landlord’s expense, as part of Landlord’s Work, for direct billing to Tenant. Landlord shall cause the Premises to be supplied with six (6) watts, per usable square foot, connected load (exclusive of electricity required by Building HVAC systems, but inclusive of electricity required for any supplemental HVAC installed by Tenant). Subject to the preceding sentence, Tenant covenants that Tenant’s use and consumption of electric current shall not at any time exceed the capacity of any of the electrical facilities and installations in or otherwise serving or being used in the Premises and Tenant shall, upon the submission by Landlord to Tenant of written notice, immediately cease the use of any of Tenant’s electrical equipment which Landlord reasonably believes will cause Tenant to exceed such capacity. Any additional feeders, risers, transformers, distribution electrical facilities and other such installations required for electric service to the Premises will be supplied by Landlord, at Tenant’s expense (or as an

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eligible Landlord Allowance reimbursement item), upon Landlord’s prior consent in each instance, provided that, in landlord’s reasonable judgment, such additional electrical facilities and installations, feeders or risers are necessary and are permissible under applicable Laws and insurance regulations and the installation of such feeders or risers will not cause permanent damage or injury to the Building or the Premises or cause or create a dangerous or hazardous condition or entail excessive or unreasonable alterations or repairs or interfere with, or disturb, other tenants or occupants of the Building. In addition, Landlord shall have no obligation to consent to such additional feeders, risers, electrical facilities and installations if in Landlord’s reasonable judgment, the same would give Tenant a disproportionate amount of the electrical current supplied to the Building in derogation of the needs of, other tenants or occupants of the Building. Landlord shall not in any way be liable or responsible to Tenant for any loss, damage or expense which Tenant may sustain or incur as a result of the unavailability of or interruption in the supply of electric current to the Premises or a change in the quantity or character or nature of such current by reason of any requirement, act or omission of the public utility supplying electricity to the Building or for any other reason not attributable to Landlord’s willful misconduct or gross negligence (but in no event shall Landlord be liable for any consequential damages); and such change, interruption or unavailability shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of Base Rent or Additional Rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord, or its agents, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant’s business, or otherwise. In the event any such interruption or change occurs, Landlord shall use commercially reasonable efforts to caused the same to be remedied as soon as reasonably possible

(c) Other Utilities. Tenant shall obtain all electricity, water, sewerage, gas, telephone and other utilities for the Premises directly from the public utility company furnishing same. Landlord represents and warrants to Tenant that the Building is currently serviced by electric, water, sewer, natural gas and cable and such utilities are connected to the Premises or shall be on or prior to the Possession Date. Any meters required in connection therewith shall be installed at Tenant’s sole cost (except Landlord shall arrange for installation of electric meter measuring electricity to Premises). From and after the Possession Date, Tenant shall pay all utility deposits and fees, and all monthly service charges for electricity, water, sewage, gas, telephone and any other utility services furnished to the Premises during the Term of this Lease. In the event any such utilities are not separately metered on the Commencement Date, then until such time as such services are separately metered, Tenant shall pay Landlord Tenant’s equitable share of the cost of such services, as reasonably determined by Landlord. If for any reason the use of any utility is measured on a meter(s) indicating the usage of Tenant and other tenants of the Building, Landlord shall allocate the cost of such utility amongst the applicable tenants (and shall provide Tenant with a reasonably specific statement therefor) and Tenant shall be responsible for the payment of its allocable share. Anything to the contrary notwithstanding, Tenant shall remain obligated for the payment of Tenant’s Share of any utilities or services furnished to the Common Areas (as defined in Section 7(e) below). Landlord shall not be liable for any interruption whatsoever, nor shall Tenant be entitled to an abatement or reduction of Rent on account thereof, in utility services, in each case, except to the extent cause by Landlord’s gross negligence or willful misconduct. Tenant shall not install any equipment which exceeds or overloads the capacity of the utility facilities serving the Premises.

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(d) Cleaning. Tenant shall, at Tenant’s sole cost, maintain the Premises in a neat and clean condition, free of debris and rubbish. Tenant shall, at its sole cost, hire a cleaning contractor, selected by Tenant and reasonably acceptable to Landlord (or Tenant may elect to hire the cleaning contractor hired by Landlord to clean Common Areas) (Tenant’s cleaning contractor being herein referred to as the “Cleaning Contractor”), to undertake daily cleaning of the Premises, and to remove daily all rubbish and refuse from the Premises, in accordance with the minimum cleaning standards and specifications attached hereto as Exhibit 1 (the “Cleaning Schedule and Standards”), and reasonable rules and regulations established by Landlord from time to time. Tenant acknowledges that, for the proper and efficient operation of the Building, Landlord reserves the right to designate a single cleaning contractor for the entire Building so long as the service provided is priced competitively. Each tenant shall arrange to purchase their desired level of cleaning services from such designated contractor. In the event Landlord shall be required to provide any cleaning services, or refuse removal services by reason of the Tenant’s failure to do so, or in the event of any misuse or neglect of the Premises or the Building on the part of Tenant, or its agents, employees, contractors, licensees or visitors, Tenant shall pay to Landlord, as Additional Rent, upon demand, Landlord’s charges for such cleaning work and/or refuse removal services, provided by Landlord, or its agents or contractors.

(e) Common Areas. The term “Common Area” is defined for all purposes of this Lease as that part of the Building and/or the Complex intended for the common use of all office tenants, including among other facilities (as such may be applicable to the Building), the Main Parking Area and Plaza (as such terms are defined in the Master Declaration (as such term is defined in Section 12(e) herein), private streets and alleys, landscaping, curbs, loading areas, sidewalks, lighting facilities, drinking fountains and the like, but excluding: (i) space in buildings (now or hereafter existing) designated for rental for commercial purposes, as the same may exist from time to time; (ii) streets and alleys maintained by a public authority; (iii) areas within the Building which may from time to time not be owned by Landlord (unless subject to a cross-access agreement benefiting the area which includes the Premises); and (iv) areas leased to a single-purpose user where access is restricted. In addition, although the roof of the Buildings are not literally part of the Common Area, they will be deemed to be so included for purposes of: (1) Landlord’s ability to prescribe rules and regulations regarding same; and (2) its inclusion for purposes of Operating Expense reimbursements. Landlord reserves the right to change from time to time the dimensions and location of the Common Area, as well as the dimensions, identities, locations and types of any buildings, signs or other improvements in the Building, provided that such changes do not (i) materially adversely affect Tenant’s Permitted Use of the Premises, (ii) materially increase Tenant’s obligations (including payment of Operating Expenses or Taxes) or materially decrease Tenant’s rights hereunder, or (iii) reduce the parking to which Tenant is entitled hereunder. For example, and without limiting the generality of the immediately preceding sentence, Landlord may from time to time substitute for the Parking Area other parking areas reasonably accessible to the tenants of the Building, which areas may be elevated, surface or underground. Tenant, and its employees and customers, and when duly authorized pursuant to the provisions of this Lease, its subtenants, licensees and concessionaires, shall have the non-exclusive right to use the Common Area (excluding roofs) as constituted from time to time, such use to be in common with Landlord, other office tenants in the Building and/or Complex, as applicable, and other persons permitted by Landlord to use the same, and subject to rights of governmental

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authorities, easements, other restrictions of record, and such reasonable rules and regulations governing use as Landlord may from time to time prescribe generally for all office tenants of the Building and/or Complex. For example, and without limiting the generality of Landlord’s ability to establish rules and regulations governing all aspects of the Common Area, Tenant agrees as follows:

(i) Landlord may from time to time designate specific areas within the Building or in reasonable proximity thereto in which automobiles owned by Tenant, its employees, subtenants, licensees, and concessionaires shall be parked provided that in no event may Tenant, its employees, subtenants, licensees, and concessionaires use more than the number of parking space specified in the Basic Lease Information and Landlord may require the display of hang tags or stickers, provided by Landlord, in automobiles parked in the parking area in order that Landlord may monitor Tenant’s compliance with its parking allotment; and in this regard, Tenant shall furnish to Landlord upon request a complete list of license numbers of all automobiles operated by Tenant, its employees, its subtenants, its licensees or its concessionaires, or their employees; and Tenant agrees that if any automobile or other vehicle owned by Tenant or any of its employees, its subtenants, its licensees or its concessionaires, or their employees, shall at any time be parked in any part of the Building, other than the specified areas designated for employee parking, Landlord may have such vehicle towed at the cost of the owner of same. In no event may Tenant, or any Tenant Party park any vehicles larger than full size passenger automobiles or pick up trucks/sports utility vehicles. Landlord shall not be responsible for enforcing Tenant’s parking rights against any third parties.

(ii) Tenant shall not solicit business within the Common Area nor take any action which would interfere with the rights of other persons to use the Common Area.

(iii) Landlord may temporarily and in good faith close any part of the Common Area or parking areas for such periods of time as Landlord may determine is reasonably necessary to make repairs or alterations or to prevent the public from obtaining prescriptive rights, provided such closure does not materially adversely impact the operation of Tenant’s business or Tenant’s access to the Premises and Landlord shall provide Tenant with substitute parking, at a location reasonably convenient to the Complex, during any period the Complex parking areas are being repaired or altered.

(iv) With regard to the roof of the Building, use of the roof is reserved to Landlord, or with regard to any tenant demonstrating to Landlord’s satisfaction a need to use same, to such tenant after receiving prior written consent from Landlord.

8. Alterations; Repairs; Maintenance; Signs.

(a) Alterations. Tenant shall not make any alterations, additions or improvements to the Premises, including, but not limited to, the Initial Tenant Alterations (any of the foregoing being referred to as “Alterations”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, provided such proposed Alterations do not affect the Building exterior, Building’s Structure or Building’s Systems. Notwithstanding anything to the contrary contained herein, Tenant shall not be obligated to receive the written consent of Landlord for decorative interior Alterations to the

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Premises (e.g., painting, wall coverings and floor coverings) so long as said Alterations do not in any way affect the Building’s Structure or Building’s Systems and are not visible from the exterior of the Premises, and Tenant is not required by applicable Law to obtain a permit to perform the Alteration. Tenant shall furnish complete plans and specifications to Landlord for its approval at the time it requests Landlord’s consent to any proposed Alterations which: (i) will affect the Building’s Systems or Building’s Structure; or (ii) will require the filing of plans and specifications with any governmental or quasi-governmental agency or authority. Landlord shall not unreasonably withhold or delay its approval of such proposed plans and specifications. Landlord shall either approve, disapprove, or provide Tenant with comments with respect to, Tenant’s Plans for Tenant’s Initial Improvements within ten (10) Business Days of Tenant’s submission of reasonably detailed proposed Tenant’s Plans therefor to Landlord’s designated property manager, together with any additional information reasonably requested by Landlord. If Landlord shall fail to provide Tenant with notice of Landlord’s approval, disapproval or comments with respect to proposed Tenant’s Plans for Tenant’s Initial Alterations within such ten (10) Business Day period (as such period may be extended to conform with requirements of Landlord’s financing), then Tenant must provide Landlord with notice (“Tenant’s Reminder Notice”) of Landlord’s failure in this regard and if the Tenant’s Reminder Notice shall be delivered in accordance with the terms of Article 26(f) (Notices) and includes the following statement in capital letters and bold type: “UNDER SECTION 8 OF THE LEASE, LANDLORD’S FAILURE TO RESPOND TO THIS TENANT’S REMINDER NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL BE DEEMED TO AUTOMATICALLY CONSTITUTE LANDLORD’S APPROVAL OF THE FOLLOWING PROPOSED TENANT’S PLANS [        ] ORIGINALLY DELIVERED TO LANDLORD ON [            200            ]. In the event Landlord shall fail to respond to a Tenant’s Reminder Notice within Three (3) Business days of the delivery of Tenant’s Reminder Notice to Landlord (as such period may be extended to conform with requirements of Landlord’s financing), then, notwithstanding anything to the contrary contained in this Lease, Landlord shall be deemed to have consented to such specific proposed Tenant’s Plans identified in the Tenant’s Reminder Notice provided such proposed Tenant’s Plans comply with all applicable Laws and all applicable provisions of Exhibit D. Such Tenant’s Plans, and all Alterations to be constructed in accordance with such Tenant’s Plans, shall nonetheless remain subject to all other terms of this Lease and Exhibit D to this Lease. This Section 8 shall not be applicable to any other provision of this Lease, or any other provision of Schedule E, requiring Landlord’s consent.

(b) Subsequent to obtaining Landlord’s consent and prior to commencement of the Alterations, Tenant shall deliver to Landlord any building permit required by applicable Law and a copy of the executed construction contract(s). Tenant shall reimburse Landlord within ten (10) Business Days after the rendition of a bill for all of Landlord’s actual out-of- pocket costs incurred in connection with the review of Tenant’s request and proposed plans for any proposed Alterations, including all outside engineering and outside consulting fees incurred by or on behalf of Landlord for the review and approval of Tenant’s plans and specifications for such proposed Alterations. If Landlord consents to the making of any Alteration, such Alteration shall be made by Tenant at Tenant’s sole cost and expense (provided that Landlord shall pay the Landlord Allowance for the Initial Tenant Improvements in the time and manner provided in Exhibit D hereto) by a contractor reasonably approved in writing by Landlord. Any construction, alteration, maintenance, repair, replacement,

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installation, removal or decoration undertaken by Tenant in connection with the Premises shall be completed in accordance with the plans and specifications approved by Landlord, and shall be subject to supervision by Landlord or its employees, agents or contractors. Tenant shall require its contractor to maintain insurance in such amounts and in such form as Landlord may reasonably require. Without Landlord’s prior written consent, Tenant shall not use any portion of the Common Areas either within or without the Building in connection with the making of any Alterations. If the Alterations which Tenant causes to be constructed result in Landlord being required to make any alterations and/or improvements to other portions of the Building, in order to comply with any applicable Laws, then Tenant shall reimburse Landlord upon demand for all costs and expenses incurred by Landlord in making such alterations and/or improvements.

(c) Any Alterations made by Tenant, except for removable trade fixtures, shall become the property of Landlord upon installation and shall remain on and be surrendered with the Premises upon the expiration or sooner termination of this Lease, except Tenant shall upon demand by Landlord, at Tenant’s sole cost and expense, not later than the expiration or earlier termination of the Lease, remove all Required Removables (as such term is defined below) and repair and restore the Premises in a good and workmanlike manner to their condition prior to the construction or installation of such Required Removables, reasonable wear and tear excepted. At the time Landlord approves Tenant’s Plans for the Initial Tenant Improvements pursuant to the terms of Exhibit D (Work Letter) attached hereto, Landlord shall indicate which aspects (if any) of the Initial Tenant Improvements are Required Removables which must be removed by Tenant, at Tenant’s cost and in accordance with the terms of this Lease, prior to the expiration of termination of this Lease. In addition, in the event Tenant shall desire to construct any Alterations in the Premises subsequent to the completion of the Initial Tenant Alterations, then, if Landlord is requested to do so in writing by Tenant at the time Tenant seeks Landlord’s consent to any Alterations made subsequent to the Initial Tenant Improvements, then Landlord agrees to indicate in writing after reviewing Tenant’s proposed plans for such subsequent Alterations whether Landlord considers such Alterations (or any aspects thereof) to be Required Removables which must be removed by Tenant prior to the expiration or earlier termination of the Lease. “Required Removables” shall be limited to (a) Cabling, (b) any satellite dish, antennas and any wiring or cabling connecting same to the Premises, (c) supplemental heating, ventilation and/or air-conditioning units and ductwork, (d) uninterrupted power supply systems, (e) raised computer flooring, (f) any generator installed by or for Tenant, and (g) any other Alteration or leasehold improvements made by Tenant that, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office Alterations. All construction work done by Tenant within the Premises shall be performed in a good and workmanlike manner with new materials of first-class quality, lien-free and in compliance with all Laws, and in such manner as to cause a minimum of interference with other construction in progress and with the transaction of business in the Building. Tenant agrees to indemnify, defend and hold Landlord harmless against any loss, liability or damage resulting from any act or omission of Tenant or its contractor’s in connection with the performance of such work, and Tenant shall, if such Alterations shall cost more than $20,000 to complete, or would affect mechanical systems, furnish a bond or other security in an amount equal to 125% of the costs to complete such Alterations, as reasonably determined by Landlord. Notwithstanding the foregoing, no

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completion bond shall be required for the Initial Tenant Improvements so long as the Tenant pays for all costs of the Initial Tenant Improvements in excess of the Allowances (as defined in Exhibit D), prior to Landlord’s payment of the Allowances. The foregoing indemnity shall survive the expiration or earlier termination of this Lease. Landlord’s consent to or approval of any alterations, additions or improvements (or the plans therefor) shall not constitute a representation or warranty by Landlord, nor Landlord’s acceptance, that the same comply with sound architectural and/or engineering practices or with all applicable Laws, and Tenant shall be solely responsible for ensuring all such compliance.

(d) Repairs; Maintenance.

(i) By Landlord. Landlord shall, subject to reimbursement under Exhibit C, keep and maintain in good repair and working order the Building’s Structure Building’s Systems, including mechanical (including any HVAC serving the Premises and/or Common Areas, but excluding any supplemental HVAC serving the Premises, or any portion thereof), electrical, plumbing and fire/life safety systems serving the Building in general; Common Areas; and roof. Landlord, however, shall not be required to make any repairs occasioned by the act or negligence of Tenant, its agents, contractors, employees, subtenants, invitees, customers, licensees and concessionaires (including, but not limited to, roof leaks resulting from Tenant’s installation of air conditioning equipment or any other roof penetration or placement), except to the extent Landlord is reimbursed from insurance proceeds for such act or negligence; and the provisions of the previous sentence are expressly recognized to be subject to the casualty and condemnation provisions of this Lease. Landlord reserves the right to make all changes, alterations, additions, improvements, repairs or replacements to the Building, including the Building’s Systems which provide services to Tenant, as Landlord deems necessary or desirable, provided that in no event shall the level of any Building service decrease in any material respect from the level required of Landlord under this Lease as a result thereof (other than temporary changes in the level of such services during the performance of any such work by Landlord), nor shall Tenant be denied reasonable access to the Premises during the pendency of such work, nor shall any of the same unreasonably disturb Tenant’s operation of its business in the Premises. Landlord shall use commercially reasonable efforts to minimize interference with Tenant’s use and occupancy of the Premises during the making of such changes, alterations, additions, improvements, repairs or replacements. So long as Landlord complies with the preceding sentences, Landlord shall not be liable to Tenant for any interruption of Tenant’s business or inconvenience caused due to any such work.

(ii) By Tenant. Upon discovery by Tenant, Tenant shall promptly advise Landlord of any conditions that are dangerous or in need of maintenance or repair. Tenant shall, at its sole cost and expense, perform all maintenance and repairs to the Premises that are not Landlord’s express repair responsibility under this Lease, and Tenant shall keep the Premises in good condition and repair, reasonable wear and tear excepted. Tenant’s repair and maintenance obligations include, without limitation, repairs to: (a) any supplemental heating, air conditioning and ventilation units exclusively serving the Premises or any portion thereof, (b) any security systems installed by Tenant, (c) floor coverings; (d) interior partitions; (e) doors; (f) the interior side of demising walls; (g) electronic, phone and data cabling and related equipment that is installed by or for the exclusive benefit of Tenant (collectively, “Cable”) including any cable in the Building riser space in connection with Tenant’s Riser Use; (h) kitchens, including completion bond shall be required for the Initial Tenant Improvements so long as the Tenant pays for all costs of the Initial Tenant Improvements in excess of the Allowances (as defined in Exhibit D), prior to Landlord’s payment of the Allowances. The foregoing indemnity shall survive the expiration or earlier termination of this Lease. Landlord’s consent to or approval of any alterations, additions or improvements (or the plans therefor) shall not constitute a representation or warranty by Landlord, nor Landlord’s acceptance, that the same comply with sound architectural and/or engineering practices or with all applicable Laws, and Tenant shall be solely responsible for ensuring all such compliance. (d) Repairs Maintenance. i) By Landlord. Landlord shall, subject to reimbursement under Exhibit C, keep and maintain in good repair and working order the Building’s Structure Building’s Systems, including mechanical (including any HVAC serving the Premises and/or Common Areas, but excluding any supplemental HVAC serving the Premises, or any portion thereof), electrical, plumbing and fire/life safely systems serving the Building in general; Common Areas; and roof. Landlord, however, shall not be required to make any repairs occasioned by the act or negligence of Tenant, its agents, contractors, employees, subtenants, invitees, customers, licensees and concessionaires (including, but not limited to, roof leaks resulting from Tenant’s installation of air conditioning equipment or any other roof penetration or placement), except to the extent Landlord is reimbursed from insurance proceeds for such act or negligence; and the provisions of the previous sentence are expressly recognized to be subject to the casualty and condemnation provisions of this Lease. Landlord reserves the right to make all changes, alterations, additions, improvements, repairs or replacements to the Building, including the Building’s Systems which provide services to Tenant, as Landlord deems necessary or desirable, provided that in no event shall the level of any Building service decrease in any material respect from the level required of Landlord under this Lease as a result thereof (other than temporary changes in the level of such services during the performance of any such work by Landlord), nor shall Tenant be denied reasonable access to the Premises during the pendency of such work, nor shall any of the same unreasonably disturb Tenant’s operation of its business in the Premises. Landlord shall use commercially reasonable efforts to minimize interference with Tenant’s use and occupancy of the Premises during the making of such changes, alterations, additions, improvements, repairs or replacements. So long as Landlord complies with the preceding sentences, Landlord shall not be liable to Tenant for any interruption of Tenant’s business or inconvenience caused due to any such work. (ii) By Tenant. Upon discovery by Tenant, Tenant shall promptly advise Landlord of any conditions that are dangerous or in need of maintenance or repair. Tenant shall, at its sole cost and expense, perform all maintenance and repairs to the Premises that are not Landlord’s express repair responsibility under this Lease, and Tenant shall keep the Premises in good condition and repair, reasonable wear and tear excepted. Tenant’s repair and maintenance obligations include, without limitation, repairs to: (a) any supplemental heating, air conditioning and ventilation units exclusively serving the Premises or any portion thereof, (b) any security systems installed by Tenant, (c) floor coverings; (d) interior partitions; (e) doors; (f) the interior side of demising walls; (g) electronic, phone and data cabling and related equipment that is installed by or for the exclusive benefit of Tenant (collectively, “Cable”) including any cable in the Building riser space in connection with Tenant’s Riser Use; (h) kitchens, including

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hot water heaters, and similar facilities exclusively serving Tenant; (i) electrical, plumbing, mechanical and other lines or systems, or portions thereof, located within and exclusively servicing the Premises; and (j) Alterations. To the extent, Landlord is not reimbursed by insurance proceeds, Tenant shall reimburse Landlord for the cost of repairing damage to the Building caused by the acts of Tenant, Tenant Related Parties and their respective contractors and vendors. The necessity for, and adequacy of, repairs and replacements pursuant to this Section 8(b) (ii) shall be measured by the standard which is appropriate for office buildings of similar construction and class in Fairfield County, Connecticut. If any repairs required to be made by Tenant hereunder are not made within ten (10) Business Days after written notice delivered to Tenant by Landlord, or such longer time as may be reasonably necessary so long as Tenant has commenced such repairs within such ten (10) Business Day period and prosecutes the same to completion with reasonable diligence, Landlord may, at its option (regardless of the terms of Section 17(f)), make such repairs without liability to Tenant for any loss or damage which may result to its stock or business by reason of such repairs (except to the extent caused by Landlord’s gross negligence or willful misconduct) and Tenant shall pay to Landlord upon demand, as Rent hereunder, the cost of such repairs plus interest at the Default Rate, such interest to accrue continuously from the date of payment by Landlord until repayment by Tenant. Notwithstanding the foregoing, Landlord shall have the right to make such repairs without notice to Tenant in the event of an emergency (except that Landlord shall use reasonable efforts to notify Tenant telephonically or by email reasonably promptly after the making of such emergency repairs), or if such repairs relate to the exterior of the Premises. At the expiration of this Lease, Tenant shall, pursuant to Section 21 hereof, surrender the Premises in good condition, excepting reasonable wear and tear and losses required to be restored by Landlord. If following the expiration of the Lease Landlord elects to store any personal property of Tenant, including goods, wares, merchandise, inventory, trade fixtures and other personal property of Tenant which Tenant has left in the Premises, same shall be stored at the sole risk of Tenant. Landlord or its agents shall not be liable for any loss or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Building or from the pipes, appliances or plumbing works therein or from the roof, street or subsurface or from any other places resulting from dampness or any other cause whatsoever, unless caused by the gross negligence or willful misconduct of Landlord, or from the act or negligence of any other tenant or any officer, agent, employee, contractor or guest of any such tenant. It is generally understood that mold spores are present essentially everywhere and that mold can grow in most any moist location. Emphasis is properly placed on prevention of moisture and on good housekeeping and ventilation practices. Tenant acknowledges the necessity of housekeeping, ventilation, and moisture control (especially in kitchens, janitor’s closets, bathrooms, break rooms and around outside walls) for mold prevention. Tenant agrees to promptly notify Landlord if it observes mold/mildew and/or moisture conditions (from any source, including leaks), and allow Landlord to evaluate and make recommendations and/or take appropriate corrective action. Tenant relieves Landlord from any liability for any bodily injury or damages to property caused by or associated with moisture or the growth of or occurrence of mold or mildew on the Premises unless caused by the gross negligence or willful misconduct of Landlord or Landlord’s agents. In addition, execution of this Lease constitutes acknowledgement by Tenant that control of moisture and mold prevention are integral to its Lease obligations.

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(iii) Performance of Work. All work described in this Section 8 shall be performed only by contractors and subcontractors reasonably approved in writing by Landlord. Tenant shall cause all contractors and subcontractors to procure and maintain insurance coverage naming Landlord, Landlord’s property management company, and any Landlord’s Mortgagee (as defined in Section 12(a) as additional insureds against such risks, in such amounts, and with such companies as Landlord may reasonably require. Tenant shall provide Landlord with the identities, mailing addresses and telephone numbers of all persons performing work or supplying materials prior to beginning such construction and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable Laws. All such work shall be performed in accordance with all Laws and in a good and workmanlike manner so as not to damage the Building (including the Premises, the Building’s Structure and the Building’s Systems). All such work which may affect the Building’s Structure or the Building’s Systems, at Landlord’s election, must be performed by Landlord’s usual contractor for such work or a contractor approved by Landlord. All work affecting the roof of the Building must be performed by Landlord’s roofing contractor or a contractor approved by Landlord and no such work will be permitted if it would void or reduce the warranty on the roof.

(e) Mechanic’s Liens. All work performed, materials furnished, or obligations incurred by or at the request of a Tenant Party shall be deemed authorized and ordered by Tenant only, and Tenant shall not permit any mechanic’s liens to be filed against the Premises or the Building in connection therewith. Upon completion of any such work, Tenant shall deliver to Landlord final lien waivers from all contractors, subcontractors and materialmen who performed such work. If such a lien is filed, then Tenant shall, within thirty (30) days after Landlord has delivered notice of the filing thereof to Tenant (or such earlier time period as may be necessary to prevent the forfeiture of the Premises, Building or any interest of Landlord therein or the imposition of a civil or criminal fine with respect thereto), either: (1) pay the amount of the lien and cause the lien to be released of record; or (2) diligently contest such lien and deliver to Landlord a bond or other security reasonably satisfactory to Landlord. If Tenant fails to timely take either such action, then Landlord may pay the lien claim, and any amounts so paid, including expenses and interest, shall be paid by Tenant to Landlord within ten (10) days after Landlord has invoiced Tenant therefor. Landlord and Tenant acknowledge and agree that their relationship is and shall be solely that of “landlord-tenant” (thereby excluding a relationship of “owner-contractor,” “owner-agent” or other similar relationships). Accordingly, all materialmen, contractors, artisans, mechanics, laborers and any other persons now or hereafter contracting with Tenant, any contractor or subcontractor of Tenant or any other Tenant Party for the furnishing of any labor, services, materials, supplies or equipment with respect to any portion of the Premises, at any time from the date hereof until the end of the Term, are hereby charged with notice that they look exclusively to Tenant to obtain payment for same. Nothing herein shall be deemed a consent by Landlord to any liens being placed upon the Premises, Building or Landlord’s interest therein due to any work performed by or for Tenant or deemed to give any contractor or subcontractor or materialmen any right or interest in any funds held by Landlord to reimburse Tenant for any portion of the cost of such work. Tenant shall indemnify, defend and hold harmless Landlord, its property manager, and any Landlord’s Mortgagee (as defined in Section 12(a), any subsidiary or affiliate of the foregoing, and their respective officers, directors, shareholders, partners, employees, managers, contractors, attorneys and agents (collectively, the “Indemnitees”) from and against all claims, demands, causes of action,

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suits, judgments, damages and expenses (including attorneys’ fees) in any way arising from or relating to the failure by any Tenant Party to pay for any work performed, materials furnished, or obligations incurred by or at the request of a Tenant Party. The foregoing indemnity shall survive termination or expiration of this Lease.

(f) Signs. Tenant shall not place or permit to be placed any signs upon: (i) the roof of the Premises; or (ii) the Common Areas; or (iii) except as otherwise provided in this Section 8(f), any exterior area of the Building. Landlord hereby grants Tenant signage rights on the exterior of the Building facing the aquarium and adjacent to Tenant’s entry-way in a location reasonably designated by Landlord. Landlord shall not relocate Tenant’s exterior signage to a less prominent location, except as required by any applicable law. Such signage shall be subject to Landlord’s reasonable approval, not to be unreasonably withheld, conditioned or delayed, and such Landlord approval must be obtained prior to submission to the applicable governmental authority for a sign permit. Tenant is responsible for obtaining sign permits and approvals at Tenant’s cost. Tenant shall comply with applicable Laws and such regulations as may from time to time be promulgated by Landlord governing signs, advertising material or lettering of all tenants in the Building. Tenant, upon vacation of the Premises, or the removal or alteration of its sign for any reason, shall be responsible for the repair, painting or replacement of the Building fascia surface or other portion of the Building where signs are attached. If Tenant fails to do so, Landlord may have the sign removed and the cost of removal shall be payable by Tenant within ten (10) days of invoice.

9. User. Tenant shall occupy and use the Premises only for the Permitted Use (as set forth in the Basic Lease Information) and shall comply with all Laws relating to the use, condition, access to, and occupancy of the Premises and will not commit waste, overload the Building’s Structure or the Building’s Systems or subject the Premises to any use that would damage the Premises. Tenant may not use the Premises for any use other than the Permitted Use. Without limiting the generality of the foregoing, Tenant shall comply with all easements, covenants, conditions and restrictions, and similar instruments, together with any and all amendments thereto made from time to time, and each of which has been or is hereafter recorded in the Land Records of the town or city in which the Building is located, copies of which will be provided to Tenant upon Tenant’s written request for same. From and after the date of this Lease, Landlord shall not grant or permit any encumbrance which would materially adversely affect or interfere with Tenant’s Permitted Use of the Premises, or Tenant’s rights under this Lease. Tenant, at its sole cost and expense, shall obtain and keep in effect during the term, (x) the Certificate of Occupancy for the Premises, and (y) any other permits, licenses, and other authorizations necessary to permit Tenant to use and occupy the Premises for Tenant’s particular use of the Premises (as opposed to the mere general office use of the Premises) in accordance with applicable Law. Notwithstanding anything in this Lease to the contrary, as between Landlord and Tenant: (a) Tenant shall bear the risk of complying with Title III of the Americans With Disabilities Act of 1990, any state laws governing handicapped access or architectural barriers, and all rules, regulations, and guidelines promulgated under such laws, as amended from time to time (the “Disabilities Acts”) in the Premises; and (b) Landlord shall bear the risk of complying with the Disabilities Acts in the Common Areas (subject to reimbursement as set forth in Exhibit C), other than compliance that is necessitated by the use of the Premises during the Term of this Lease or as a result of any Alterations made by Tenant (which risk and responsibility shall be borne by Tenant). The Premises shall not be used for any purpose which

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creates strong, unusual, or offensive odors, fumes, dust or vapors; which emits noise or sounds that are objectionable due to intermittence, beat, frequency, shrillness, or loudness; which is associated with indecent or pornographic matters; or which involves political or moral issues (such as abortion issues). Tenant shall conduct its business and control each other Tenant Party so as not to create any nuisance or unreasonably interfere with other tenants or Landlord in its management of the Building. Tenant shall store all trash and garbage within the Premises or in a trash dumpster or similar container approved by Landlord as to type, location and screening; and Tenant shall arrange for the regular pick-up of such trash and garbage at Tenant’s expense (unless Landlord finds it necessary to furnish such a service, in which event Tenant shall be charged an equitable portion of the total of the charges to all tenants using the service). Receiving and delivery of goods and merchandise and removal of garbage and trash shall be made only in the manner and areas prescribed by Landlord. Tenant shall not knowingly conduct or permit to be conducted in the Premises any activity, or place any equipment in or about the Premises or the Building, which will invalidate the insurance coverage in effect or increase the rate of fire insurance or other insurance on the Premises or the Building. If any invalidation of coverage or increase in the rate of fire insurance or other insurance occurs or is threatened by any insurance company due to activity conducted from the Premises, or any act or omission by Tenant, or any Tenant Party, a written statement from the applicable insurance company stating so shall be conclusive evidence that the increase in such rate is due to such act of Tenant or the contents or equipment in or about the Premises, and, as a result thereof, Tenant shall be liable for such increase and shall be considered Additional Rent payable with the next monthly installment of Base Rent due under this Lease. Except for normal amounts of customary office cleaning supplies, in no event shall Tenant introduce or permit to be kept on the Premises or brought into the Building any dangerous, noxious, radioactive or explosive substance.

10. Assignment and Subletting.

(a) Transfers. Subject to Section 10(h) below, Tenant shall not, without the prior written consent of Landlord, not to be unreasonably withheld or delayed: (1) assign, transfer, or encumber this Lease or any estate or interest herein, whether directly or by operation of law; (2) permit any other entity to become Tenant hereunder by merger, consolidation, or other reorganization; (3) if Tenant is an entity other than a corporation whose stock is publicly traded, permit the transfer of an ownership interest in Tenant so as to result in a change in the current control of Tenant; (4) sublet any portion of the Premises; (5) grant any license, concession, or other right of occupancy of any portion of the Premises; or (6) permit the use of the Premises by any parties other than Tenant (any of the events listed in Section 10(a)(1) through Section 10(a)(6) being a “Transfer”).

(b) Consent Standards. Landlord shall not unreasonably withhold its consent to any assignment or subletting of the Premises, provided no Event of Default shall have occurred and the proposed transferee: (1) has a Tangible Net Worth (individually or together with a guarantor) equal to or greater than Tenant’s Tangible Net Worth on the date of this Lease or immediately prior to such proposed assignment or sublease, whichever is greater; (2) will use the Premises for a use in keeping with the character and reputation of the Building as reasonably determined by Landlord given due consideration for the fact the Complex is mixed-use (residential and office) complex; (3) will use the Premises for the Permitted Use; (4) will not use the Premises or Building in a manner that would materially increase the

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pedestrian or vehicular traffic to the Premises or Building; (5) is not a governmental entity, or subdivision or agency thereof; (6) is not then another occupant of the Building (provided that Landlord has comparable space available for leasing for a comparable term); and (7) is not a person or entity with whom Landlord is then, or has been within the six-month period prior to the time Tenant seeks to enter into such assignment or subletting, negotiating to lease space in the Building or any Affiliate of any such person or entity (all of the foregoing Section l0(b)(1) through Section 10(b)(7) being deemed reasonable bases for withholding consent); otherwise, Landlord may withhold its consent in its reasonable discretion.

(c) Request for Consent. If Tenant requests Landlord’s consent to a Transfer (other than a Transfer for which Landlord’s consent is not required under subsection (h) below), then, at least thirty (30) days prior to the effective date of the proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer, copies of the proposed pertinent documentation, and the following information about the proposed transferee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed transferee’s creditworthiness and character. Concurrently with Tenant’s notice of any request for consent to a Transfer, Tenant shall reimburse Landlord, within thirty (30) Business Days of receipt of an invoice therefor, for its reasonable attorneys’ fees incurred in connection with considering any request for consent to a Transfer.

(d) Conditions to Consent. If Landlord consents to a proposed Transfer, then in the case of a proposed assignment, the proposed transferee shall deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any such transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer for the period of the Transfer. No Transfer shall release Tenant from its obligations under this Lease, but rather Tenant and its transferee, in the case of an assignment, shall be jointly and severally liable therefor. Landlord’s consent to any Transfer shall not be deemed consent to any subsequent Transfers. If an Event of Default occurs while the Premises or any part thereof are subject to a Transfer, then Landlord, in addition to its other remedies, may collect directly from such transferee all rents becoming due to Tenant and apply such rents against Rent. Tenant authorizes its transferees to make payments of rent directly to Landlord upon receipt of notice from Landlord to do so following the occurrence of an Event of Default hereunder. Tenant shall pay for the cost of any demising walls or other improvements necessitated by a proposed subletting or assignment. If Landlord consents to a proposed sublease, then the form of written sublease agreement shall be subject to Landlord’s approval, which approval shall not be unreasonably withheld.

(e) Attornment by Subtenants. Each sublease by Tenant hereunder shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may, at its option, either terminate the sublease or take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that

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Landlord shall not be: (1) liable for any previous act or omission of Tenant under such sublease; (2) subject to any counterclaim, offset or defense that such subtenant might have against Tenant; (3) bound by any previous modification of such sublease or by any rent or additional rent or advance rent which such subtenant might have paid for more than the current month to Tenant, and all such rent shall remain due and owing, notwithstanding such advance payment; (4) bound by any security or advance rental deposit made by such subtenant which is not delivered or paid over to Landlord and with respect to which such subtenant shall look solely to Tenant for refund or reimbursement; or (5) obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in this Section 10(e). The provisions of this Section 10(e) shall be self-operative, and no further instrument shall be required to give effect to this provision.

(f) Cancellation. If Tenant requests Landlord’s consent to (i) a subletting of all of the Premises for the balance of the Term or if one year or less of the Lease Term would remain after the expiration of the proposed sublease all of the Premises, or (ii) an assignment of the Lease, in either case other than to a Permitted Transferee (defined below), then Landlord may, within thirty (30) days after submission of such request, cancel this Lease as of the date the proposed Transfer is to be effective. Thereafter, Landlord may lease the Premises to the prospective transferee (or to any other person) without liability to Tenant.

(g) Additional Compensation. Tenant shall pay to Landlord fifty percent (50%) of the excess of all compensation related to the Premises or Lease received by Tenant for a Transfer over the Rent allocable to the portion of the Premises covered thereby, after deducting the following out of pocket costs and expenses actually paid by Tenant to unrelated third-parties for such Transfer (which costs will be amortized over the term of the sublease or assignment pursuant to sound accounting principles and deducted monthly from such excess): (1) market-rate brokerage commissions and reasonable attorneys’ fees; (2) commercially reasonable marketing costs; (3) the actual costs paid in making any improvements or substitutions in the Premises required by any sublease or assignment, including the costs of design, construction, labor and materials; and (4) the costs of any market-rate inducements or concessions given to the subtenant or assignee (the “Additional Compensation”). Payments of Additional Compensation from Tenant to Landlord shall be made simultaneous with the monthly Base Rent payment first due and payable hereunder after Tenant’s receipt of such Additional Compensation.

(h) Permitted Transfers. Notwithstanding Section 10(a), Tenant may Transfer all or part of its interest in this Lease or all or part of the Premises (a “Permitted Transfer”) to the following types of entities (a “Permitted Transferee”) without the written consent of Landlord and without payment of the Additional Compensation contemplated pursuant to Section 10(g):

(i) an Affiliate of Tenant;

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(ii) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity in which or with which Tenant, its Affiliate, or any of their respective corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as (A) Tenant’s obligations hereunder are assumed by the entity surviving such merger or created by such consolidation; and (B) the Tangible Net Worth of the surviving or created entity (or, at such entity’s sole election, a guarantor of this Lease) is not less than the Tangible Net Worth of Tenant as of the effective date of the Transfer; or

(iii) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity acquiring all or substantially all of Tenant’s assets, or all or substantially all of the direct or indirect ownership interest in Tenant, if such entity’s (or, at such entity’s sole election, a guarantor of this Lease) Tangible Net Worth after such stock or asset acquisition is not less than the Tangible Net Worth of Tenant immediately prior to the effective date of the Transfer.

Tenant shall notify Landlord, in writing, of any such Permitted Transfer no later than ten (10) Business Days prior to such Permitted Transfer, which notice shall disclose all material terms and conditions of such Permitted Transfer. Tenant shall remain liable for the performance of all of the obligations of Tenant hereunder, or if Tenant no longer exists because of a merger, consolidation, or acquisition, the surviving or acquiring entity shall expressly assume in writing the obligations of Tenant hereunder. Additionally, the Permitted Transferee shall comply with all of the terms and conditions of this Lease, including the Permitted Use. No later than ten (10) Business Days prior to the effective date of any Permitted Transfer, Tenant agrees to furnish Landlord with (A) copies of the instrument effecting any of the foregoing Transfers, (B) documentation establishing Tenant’s satisfaction of the requirements set forth above applicable to any such Transfer, and (C) evidence of insurance as required under this Lease with respect to the Permitted Transferee. The occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfers. “Tangible Net Worth” means the excess of total assets over total liabilities, in each case as determined in accordance with generally accepted accounting principles consistently applied (“GAAP”). Any subsequent Transfer by a Permitted Transferee shall be subject to the terms of this Section 10. No assignment or sublease shall release Tenant for its liability under this Lease.

11. Insurance; Waivers; Subrogation; Indemnity.

(a) Tenant’s Insurance. Effective as of the earlier of: (1) the date Tenant enters or occupies the Premises; or (2) the Commencement Date, and continuing throughout the Term, Tenant shall maintain the following insurance policies: (A) commercial general liability insurance of not less than $1,000,000 per occurrence, with an annual aggregate limit of not less than $2,000,000, which shall apply on a per location basis, or, following the expiration of the initial Term, such other amounts as Landlord may from time to time reasonably require (and, if the use and occupancy of the Premises include any activity or matter that is or may be excluded from coverage under a commercial general liability policy [e.g., the sale, service or consumption of alcoholic beverages], Tenant shall obtain such endorsements to the commercial general liability policy or otherwise obtain insurance to insure all liability arising from such activity or matter [including liquor liability, if applicable]

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in such amounts as Landlord may reasonably require), insuring Tenant, Landlord, Landlord’s property management company and Landlord’s Mortgagee (as defined in Section 12(a) against all liability for injury to or death of a person or persons or damage to property arising from the use and occupancy of the Premises; (B) in the event Tenant shall (in Tenant’s name) own or lease any automobiles, Automobile Liability covering any owned, non-owned, leased, rented or borrowed vehicles of Tenant with limits no less than $1,000,000 combined single limit for property damage and bodily injury; (C) All Risk Property insurance, which shall include protection against loss or damage from earthquakes, covering the full value of all Alterations and improvements and betterments in the Premises, naming Landlord and Landlord’s Mortgagee (as defined in Section l2(a) as additional loss payees as their interests may appear; (D) All Risk Property insurance, which shall include protection against loss or damage from earthquakes, covering the full value of all furniture, trade fixtures and personal property (including property of Tenant or others) in the Premises or otherwise placed in the Building by or on behalf of a Tenant Party it being understood that no lack or inadequacy of insurance by Tenant shall in any event make Landlord subject to any claim by virtue of any theft of or loss or damage to any uninsured or inadequately insured property; (E) contractual liability insurance sufficient to cover Tenant’s indemnity obligations hereunder (but only if such contractual liability insurance is not already included in Tenant’s commercial general liability insurance policy); (F) worker’s compensation insurance in amounts not less than statutorily required, and Employers’ Liability insurance with limits of not less than $500,000; (G) business interruption insurance in an amount that will reimburse Tenant for direct or indirect loss of earnings attributable to all perils insured against under Section 11(a)(C) or attributable to the prevention of access to the Building or the Premises as a result of any of the perils insured against under Section 11(a)(C); (H) in the event Tenant performs any alterations or repairs in, on, or to the Premises, Builder’s Risk Insurance on an All Risk basis (including collapse) on a completed value (non-reporting) form, or by endorsement including such coverage pursuant to Section 11(a)(C) hereinabove, for full replacement value covering all Alterations made by Tenant and all materials and equipment in or about the Premises; and (I) such other insurance or any changes or endorsements to the insurance required herein, including increased limits of coverage, as Landlord, or any mortgagee or lessor of Landlord, may reasonably require from time to time and which are consistent with the insurance requirements of comparable buildings in Fairfield County, CT. Tenant’s insurance shall provide primary coverage to Landlord and shall not require contribution by any insurance maintained by Landlord, when any policy issued to Landlord provides duplicate or similar coverage, and in such circumstance Landlord’s policy will be excess over Tenant’s policy. Tenant shall furnish to Landlord certificates of such insurance, and such other evidence satisfactory to Landlord of the maintenance of all insurance coverages required hereunder simultaneous with Tenant execution of this Lease but in any event no later than five (5) Business Days prior to the date Tenant takes possession of the Premises for the construction of the Initial Tenant Improvements, and at least ten (10) Business Days prior to each renewal of said insurance, and Tenant shall obtain a written obligation on the part of each insurance company to notify Landlord at least thirty (30) days before cancellation or a material change of any such insurance policies. All such insurance policies shall be in form, and issued by companies licensed to do business in the State of Connecticut and with a Best’s rating of A:VII or better, reasonably satisfactory to Landlord. If Tenant fails to comply with the foregoing insurance requirements or to deliver to Landlord the certificates or evidence of

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coverage required herein, Landlord, in addition to any other remedy available pursuant to this Lease or otherwise, may, but shall not be obligated to, after ten (10) days’ prior written notice to Tenant, obtain such insurance and Tenant shall pay to Landlord on demand the premium costs thereof, plus a reasonable administrative fee. It is expressly understood and agreed that the foregoing minimum limits of insurance coverage shall not limit the liability of Tenant for its acts or omissions as provided in this Lease.

(b) Landlord’s Insurance. Throughout the Term of this Lease, Landlord shall maintain, as a minimum, the following insurance policies: (I) property insurance for the Building’s full replacement value (excluding property required to be insured by Tenant), less a commercially-reasonable deductible if Landlord so chooses; and (2) commercial general liability insurance in an amount of not less than $1,000,000 per occurrence, with an annual aggregate limit of not less than $2,000,000. Landlord may, but is not obligated to, maintain such other insurance and additional coverages as it may deem necessary. Tenant shall pay its Tenant’s Share of the cost of all insurance carried by Landlord with respect to the Complex, as set forth on Exhibit C. The foregoing insurance policies and any other insurance carried by Landlord shall be for the sole benefit of Landlord and under Landlord’s sole control, and Tenant shall have no right or claim to any proceeds thereof or any other rights thereunder.

(c) No Subrogation. Landlord and Tenant each waives any claim it might have against the other for any personal injury, damage to or theft, destruction, loss, or loss of use of any property, to the extent the same is insured against under any policy of liability insurance or any insurance policy that covers the Building, the Premises, Landlord’s or Tenant’s fixtures, personal property, leasehold improvements, or business, or is required to be insured against under the terms hereof, regardless of whether the negligence of the other party caused such Loss (defined below). Landlord and Tenant each hereby waive any right of subrogation and right of recovery or cause of action for injury including death or disease to respective employees of either as covered by worker’s compensation (or which would have been covered if Tenant or Landlord as the case may be, was carrying the insurance as required by this Lease). Each party shall cause its insurance carrier to endorse all applicable policies waiving the carrier’s rights of recovery under subrogation or otherwise against the other party.

(d) Tenant Indemnity. Subject to Section 11(c), Tenant shall indemnify, defend and hold harmless Landlord and the Indemnitees from and against all claims, demands, liabilities, causes of action, suits, judgments, damages, and expenses (including reasonable attorneys’ fees) and all losses and damages arising from: (1) any injury to or death of any person or the damage to or theft, destruction, loss, or loss of use of any property or inconvenience (a “Loss”) arising from any occurrence on the Premises, the use of the Common Areas by any Tenant Party, or arising out of the installation, operation, maintenance, repair or removal of any of Tenant’s equipment or property; or (2) Tenant’s failure to perform its obligations under this Lease, or (3) Tenant’s negligence or willful misconduct other than a Loss arising from the gross negligence or willful misconduct of Landlord or its agents; provided in no event shall this indemnity, together with any other damages and remedies provision of this Lease, entitle Landlord to duplicative recoveries, or to recover in excess of Landlord’s actual loss. The indemnities set forth in this Section 11(d) shall survive termination or expiration of this Lease and shall not terminate or be waived, diminished or affected in any manner by any abatement or apportionment of Rent under any provision of this Lease. If any proceeding is filed for which indemnity is required hereunder, Tenant agrees, upon request therefor, to defend Landlord in such proceeding at its sole cost utilizing counsel satisfactory to Landlord in its sole but reasonable discretion.

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(e) Landlord Indemnity. Subject to Section 11(c), Section 26(a) and Section 26(b), Landlord shall indemnify, defend and hold harmless Tenant and the Tenant Parties from and against Loss arising from Landlord’s gross negligence or willful misconduct to the extent not caused by Tenant’s or any Tenant Party’s negligence, misconduct or breach of this Lease. Notwithstanding the foregoing, in no event shall Landlord be liable for any damage or injury to the Premises or Tenant caused by another tenant or occupant, or emanating from another tenant or occupant’s premises. The indemnities set forth in this Section 11(e) shall survive termination or expiration of this Lease and shall not terminate or be waived, diminished or affected in any manner by any abatement or apportionment of Rent under any provision of this Lease. If any proceeding is filed for which indemnity is required hereunder, Landlord agrees, upon request therefor, to defend Tenant in such proceeding at its sole cost utilizing counsel satisfactory to Landlord in its sole but reasonable discretion.

12. Subordination; Attornment; Notice to Landlord’s Mortgagee.

(a) Subordination. This Lease shall be subject and subordinate to any deed of trust, mortgage or other security instrument (each, a “Mortgage”), or any ground lease, master lease or primary lease (each, a “Primary Lease”), that now or hereafter covers all or any part of the Premises (the mortgagee under any such Mortgage, beneficiary under any such deed of trust, or the lesson under any such Primary Lease is referred to herein as a “Landlord’s Mortgagee”), and to any renewals, modifications and extensions thereof. Landlord agrees to obtain from any existing Landlord’s Mortgagee and any existing holder of a Primary Lease a subordination, non-disturbance and attornment agreement, in the form of Exhibit J attached hereto, and with respect to any future Landlord’s Mortgagee or holder of any future Primary Lease, a commercially reasonable subordination, non-disturbance and attornment agreement which provides in substance that so long as Tenant is not in default under the Lease beyond any applicable cure periods, this Lease will not be terminated and Tenant’s rights and use and occupancy of the Premises hereunder will be recognized by such future Landlord’s Mortgagee irrespective of foreclosure proceedings or acceptance of a deed in lieu and notwithstanding the termination or expiration of a Primary Lease. Any Landlord’s Mortgagee may elect at any time, unilaterally, to make this Lease superior to its Mortgage, Primary Lease, or other interest in the Premises by so notifying Tenant in writing. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required; however, in confirmation of such subordination, Tenant shall execute and return to Landlord (or such other party designated by Landlord) within ten (10) Business Days after written request therefor such documentation, in recordable form if required, as a Landlord’s Mortgagee may reasonably request to evidence the subordination of this Lease to such Landlord’s Mortgagee’s Mortgage or Primary Lease (including a subordination, non-disturbance and attornment agreement) or, if the Landlord’s Mortgagee so elects, the subordination of such Landlord’s Mortgagee’s Mortgage or Primary Lease to this Lease.

(b) Attornment. Tenant shall attorn to any party succeeding to Landlord’s interest in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease, or otherwise, upon such party’s request, and shall execute such agreements confirming such attornment as such party may reasonably request.

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(c) Notice to Landlord’s Mortgagee. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail, to any Landlord’s Mortgagee whose address has been given to Tenant, and affording such Landlord’s Mortgagee a reasonable opportunity to perform Landlord’s obligations hereunder.

(d) Landlord’s Mortgagee’s Protection Provisions. If Landlord’s Mortgagee shall succeed to the interest of Landlord under this Lease, Landlord’s Mortgagee shall not be: (1) liable for any act or omission of any prior landlord (including Landlord), (2) liable for the return of any security deposit not actually received by Successor Landlord, (3) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord), (4) bound by any advance payment of rent or additional rent made by Tenant to Landlord except for rent or additional rent applicable to the then current month, (5) bound by any termination, amendment or modification of the Lease made without the written consent of Lender, (6) liable for the performance or payment for any construction for Tenant’s occupancy of the Leased Premises; (7) bound by any rent or additional rent or advance rent which Tenant might have paid for more than the current month to any prior lessor (including Landlord), and all such rent shall remain due and owing, notwithstanding such advance payment, or (8 bound by any security or advance rental deposit made by Tenant which is not delivered or paid over to Landlord’s Mortgagee and with respect to which Tenant shall look solely to Landlord for refund or reimbursement. Landlord’s Mortgagee shall have no liability or responsibility under or pursuant to the terms of this Lease or otherwise after it ceases to own an interest in the Building. Nothing in this Lease shall be construed to require Landlord’s Mortgagee to see to the application of the proceeds of any loan, and Tenant’s agreements set forth herein shall not be impaired on account of any modification of the documents evidencing and securing any loan.

(e) Tenant’s Termination Right. Notwithstanding the provisions of Section 12(d), in the event that Landlord fails to Substantially Complete the Landlord’s Work or fails to pay the Landlord Allowance to Tenant in the time and manner required under this Lease, and in the further event that neither Landlord or Landlord’s Mortgagee shall Substantially Complete the Landlord’s Work and/or (as appropriate) pay the Landlord Allowance to Tenant within 60 days after Landlord’s default therefore, unless due to Tenant’s default, Tenant’s Delay or Force Majeure, then Tenant may elect to terminate this Lease effective twenty (20) days after Tenant delivers notice of such termination to both Landlord and Landlord’s Mortgagee unless either Landlord or Landlord’s Mortgagee has substantially cured such default within such twenty (20) day period.

(f) Other. This Lease shall also be subject and subordinate to the terms and conditions of (i) a certain Disposition Agreement, dated March 13, 2002, recorded on the Norwalk Land Records in Volume             , Page             , and any subsequent amendments or modifications thereto (as hereafter amended, the “Disposition Agreement”), and (ii) a certain Declaration of Maritime Yards Planned Community, dated February 23, 2007, recorded on the Norwalk Land Records in Volume 6457, Page 162, and any subsequent

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amendments or modifications thereto (as hereafter amended, the “Master Declaration”). Tenant covenants to abide by the relevant provisions and restrictions in the Disposition Agreement and Master Declaration. Any failure, by Tenant or any Tenant Party, to comply with the relevant provisions and restrictions in the Disposition Agreement and Master Declaration shall constitute a default, by Tenant, under this Lease and Tenant shall indemnify, defend and hold Landlord harmless from and against any liability, lost, cost, damage and expense (including reasonable attorneys’ fees) which Landlord may incur by reason of any failure by Tenant, or any Tenant Party, to comply with the provisions of the Disposition Agreement and Master Declaration applicable to Tenant and Tenant Parties.

(g) The Building in which the Premises is located is included within “Master Community Unit B” under the Master Declaration. (Master Community Unit B is referred to in this Lease as the Complex.) The Master Declaration provides that no part of the Master Community Property, including Master Community Unit B, may be used for (i) “adult uses” as the same are currently defined in the City’s Zoning Regulations — for massage parlors, “adult” bookstores, peep shows or establishments offering sex-related activities; (ii) betting parlors, gambling, casino or gambling-type establishments; (iii) movies, penny arcades, billiard parlors or similar amusement-type establishments; (iv) agencies selling tickets to entertainment or sporting events; (v) uses that attract unusual crowds to the Master Community Property or the sidewalks around it, or that create unusual noises or disturbances; (vi) the provision of health care services (including without limitation mental health services and assistance for substance abuse), but pharmacies, optical dispensaries and the sale of surgical and similar supplies are permitted in any event; (vii) the provision of check cashing, money transmittal or similar services, unless provided by a bank, savings institution, credit union or similar organization; or (viii) any establishment that might in common usage be considered a “head shop”, or that deals in what might in common usage be considered “drug paraphernalia”.

(h) Section 4.01 (Restrictions on Use) of the Disposition Agreement provides that the Redeveloper, its successors and assigns, and every successor in interest to the property, or any party thereof, shall:

“(a) Devote the property to, and only to and in accordance with, the uses specified in the Urban Renewal Plan; and

(b) Not discriminate or permit discrimination against any person or group of persons on the grounds of race, color, religious creed, age, marital status, national origin or sex in the sale, lease or rental or in the use or occupancy of the property or any improvements erected or to be erected thereon, or any part thereof.”

13. Rules and Regulations. Tenant shall comply with the rules and regulations of the Building which are attached hereto as Exhibit E. Landlord may, from time to time, change such rules and regulations for the safety, care, or cleanliness of the Building and related facilities, provided that such changes are applicable to all tenants of the Building, will not unreasonably interfere with Tenant’s use of the Premises and are enforced by Landlord in a non-discriminatory manner. Tenant shall be responsible for the compliance with such rules and regulations by each Tenant Party.

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14. Condemnation.

(a) Total Taking. If all or substantially all of the Building or Premises are taken by right of eminent domain or conveyed in lieu thereof (a “Taking”), this Lease shall terminate as of the date of the Taking.

(b) Partial Taking - Tenant’s Rights. If any part of the Building becomes subject to a Taking and such Taking will prevent Tenant from conducting its business in the Premises in a manner reasonably comparable to that conducted immediately before such Taking for a period of more than one hundred eighty (180) days, then either Landlord or Tenant may terminate this Lease as of the date of such Taking by giving written notice to the other party hereto within thirty (30) days after the Taking, and Rent shall be apportioned as of the date of such Taking. If neither party terminates this Lease under this Section 14(b), then Rent shall be reduced in the proportion by which the area of the portion of the Premises which is not useable (or accessible) and is not in fact used by Tenant bears to the total area of the Premises.

(c) Partial Taking - Landlord’s Rights. If any material portion, but less than all, of the Building becomes subject to a Taking, or if Landlord is required to pay any of the proceeds arising from a Taking to a Landlord’s Mortgagee, then Landlord may terminate this Lease by delivering written notice thereof to Tenant within thirty (30) days after such Taking, and Rent shall be apportioned as of the date of such Taking; provided that Landlord also elects to terminate all non-residential leases of the Building which are materially adversely affected by such taking. If Landlord does not so terminate this Lease, then this Lease will continue, but if any portion of the Premises has been taken, Rent shall abate as provided in the last sentence of Section 14(b).

(d) Award. If any Taking occurs, then Landlord shall receive the entire award or other compensation for the Land, the Building, and other improvements taken; however, Tenant may separately pursue a claim (to the extent it will not reduce Landlord’s award) against the condemnor for the value of Tenant’s personal property which Tenant is entitled to remove under this Lease, moving costs, loss of business, and other claims it may have.

(e) Repair. If the Lease is not terminated, subject to the terms of this Section 14(e), Landlord shall proceed with reasonable diligence to restore the remaining part of the Premises and the Building substantially to their former condition to the extent reasonably feasible and commercially practical, to constitute a complete and tenantable Premises and Building. Notwithstanding the foregoing, (i) in no event shall Landlord be required to spend more than the condemnation proceeds received by Landlord for such repair, and (ii) Landlord’s obligation to restore the Premises or Building shall be reduced to the extent Landlord’s Mortgagee shall require the application of condemnation proceeds to payment of indebtedness; provided that, if Landlord does not restore the Premises as provided in the first sentence of this Section 14(e), Tenant shall thereafter have the right to terminate this Lease effective thirty (30) days after the delivery of notice thereof to Landlord. Until restoration of the Premises is Substantially Completed, Rent shall abate as provided in the last sentence of Section 14(b).

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15. Fire or Other Casualty.

(a) Repair Estimate. If the Premises or the Building are damaged by fire or other casualty (a “Casualty”), Landlord shall use good faith efforts to deliver to Tenant within sixty (60) days after such Casualty a good faith estimate (the “Damage Notice”) of the time needed to repair the damage caused by such Casualty.

(b) Tenant’s Rights. If a material portion of the Premises is damaged by Casualty such that Tenant is prevented from conducting its business in the Premises in a manner reasonably comparable to that conducted immediately before such Casualty and Landlord estimates that the damage caused thereby cannot be repaired within one hundred eighty (180) days after the commencement of repairs (the “Repair Period”), then Tenant may terminate this Lease by delivering written notice to Landlord of its election to terminate within thirty (30) days after the Damage Notice has been delivered to Tenant.

(c) Landlord’s Rights. If a Casualty damages a material portion of the Premises or a material portion of the Building and: (1) Landlord’s licensed engineer, architect or contractor estimates that the damage to the Premises cannot be repaired within the Repair Period; (2) the damage to the Premises exceeds fifty percent (50%) of the replacement cost thereof (excluding foundations and footings), as estimated by Landlord licensed engineer, architect or contractor, and such damage occurs during the last year of the Term; (3) regardless of the extent of damage to the Premises, Landlord makes a good faith determination that restoring the Building would be uneconomical; or (4) Landlord is required to pay all or any material portion of any insurance proceeds arising out of the Casualty to a Landlord’s Mortgagee, then Landlord may terminate this Lease by giving written notice of its election to terminate within thirty (30) days after the Damage Notice (together with a copy of the written estimate of Landlord’s licensed engineer, architect or contractor) has been delivered to Tenant, in which event Tenant’s obligation to pay Rent shall cease as of such termination date and any prepaid Rent for any period after the date of termination shall be refunded to Tenant.

(d) Repair Obligation. If neither party elects to terminate this Lease following a Casualty, then Landlord shall, within a reasonable time after such Casualty, begin to repair the Premises and shall proceed with reasonable diligence to restore the Premises to substantially the same condition as they existed immediately before such Casualty. After completion of Landlord’s restoration obligations, Tenant shall promptly and with due diligence repair and restore, at Tenant’s sole cost and expense, any furniture, carpeting, equipment, trade fixtures and personal property of Tenant. Notwithstanding the foregoing, Landlord’s obligation to repair or restore the Premises shall be limited to the extent of the insurance proceeds actually received by Landlord for the Casualty in question. If Landlord fails to complete repairs to the Premises within the Repair Period, subject to force majeure delays, then Tenant shall have the right to terminate the Lease upon written notice delivered to Landlord at any time after the passing of such Repair Period and prior to Landlord’s Substantial Completion of such repairs. If this Lease is terminated under the provisions of this Section 15, Landlord shall be entitled to the full proceeds of the insurance policies providing coverage for all Alterations, improvements and betterments in the Premises (and, if Tenant has failed to maintain insurance on such items as required by this Lease, Tenant shall pay Landlord an amount equal to the proceeds Landlord would have received had Tenant maintained insurance on such items as required by this Lease).

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(e) Abatement of Rent. If the Premises are damaged by Casualty, Rent for the portion of the Premises rendered untenantable or inaccessible by the damage shall be abated on a reasonable basis from the date of damage until the completion of Landlord’s repairs (or until the date of termination of this Lease by Landlord or Tenant as provided above, as the case may be), unless such damage was the result of the gross negligence or willful misconduct of Tenant or any Tenant Party, in which case, Tenant shall continue to pay Rent without abatement.

16. Personal Property Taxes. Tenant shall be liable for all taxes levied or assessed against personal property, furniture, or fixtures placed by Tenant in the Premises or in or on the Building. If any taxes for which Tenant is liable are levied or assessed against Landlord or Landlord’s property and Landlord elects to pay the same, or if the assessed value of Landlord’s property is increased by inclusion of such personal property, furniture or fixtures and Landlord elects to pay the taxes based on such increase, then Tenant shall pay to Landlord, within thirty (30) days following written request therefor, which shall include a complete copy of the relevant tax bill, the part of such taxes for which Tenant is primarily liable hereunder.

17. Events of Default. Each of the following occurrences shall be an “Event of Default”:

(a) Payment Default. Tenant’s failure to pay Rent within five (5) calendar days after Tenant’s receipt of Landlord’s written notice that the same is past due; provided, however, Landlord shall not be obligated to provide written notice of monetary default more than three (3) times in any calendar year, and each subsequent monetary default shall be an Event of Default if not received within five (5) days after the same is due; provided, further, that Landlord shall endeavor to provide Tenant with written notice of any monetary defaults more than three (3) times in any calendar year, but Landlord’s failure to do so shall not be deemed to constitute a default by Landlord or a waiver of Tenant’s default or Landlord’s remedies by reason therefor;

(b) Hazardous Condition. If Tenant uses the Premises for other than the Permitted Use or creates an illegal or hazardous condition which is not cured within three (3) Business Days of notice thereof from Landlord to Tenant;

(c) Estoppel Letter. Tenant fails to provide any estoppel certificate after Landlord’s written request therefor pursuant to Section 26(e), and such failure shall continue for five (5) Business Days after Landlord’s notice to Tenant that Tenant has not complied in the time and manner required in the applicable section of this Lease;

(d) Insurance. Tenant fails to procure, maintain and deliver to Landlord evidence of the insurance policies and coverages as required under Section 11(a), and such failure continues for three (3) Business Days after Landlord’s notice thereof to Tenant;

(e) Mechanic’s Liens. Tenant fails to pay and release of record, or diligently contest and bond around, any mechanic’s lien filed against the Premises or the Building for

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any work performed, materials furnished, or obligation incurred by or at the request of Tenant, within the time and in the manner required by Section 8(c), and such failure shall continue for five (5) Business Days after Landlord’s notice to Tenant that Tenant has not complied in the time and manner required in Section 8(c);

(f) Unpermitted Transfers. if Tenant shall assign this Lease, or sublease the Premises, in violation of Section 10 herein;

(g) Other Defaults. Tenant’s failure to perform, comply with, or observe any other agreement or obligation of Tenant under this Lease and the continuance of such failure for a period of thirty (30) calendar days or more after Landlord has delivered to Tenant written notice thereof; provided, however, if such default is of the type which cannot reasonably be cured within thirty (30) days, then Tenant shall have such longer time as is reasonably necessary provided Tenant commences to cure within such thirty (30) day period and diligently prosecutes such cure to completion; and

(h) Insolvency. The filing of a petition by or against Tenant (the term “Tenant” shall include, for the purpose of this Section 17(g), any Guarantor of Tenant’s obligations hereunder): (1) in any bankruptcy or other insolvency proceeding; (2) seeking any relief under any state or federal debtor relief law; (3) for the appointment of a liquidator or receiver for all or substantially all of Tenant’s property or for Tenant’s interest in this Lease; or (4) for the reorganization or modification of Tenant’s capital structure; however, if such a petition is filed against Tenant, then such filing shall not be an Event of Default unless Tenant fails to have the proceedings initiated by such petition dismissed within ninety (90) calendar days after the filing thereof.

18. Remedies. Upon and after the occurrence of any Event of Default, Landlord may, in addition to all other rights and remedies afforded Landlord hereunder or by law or equity, pursue any one or more of the following rights and remedies:

(a) Termination of Lease and Possession: Upon the occurrence of an Event of Default, Landlord shall have the right to do the following:

(i) Terminate this Lease, in which case Tenant shall immediately surrender the Premises to Landlord. If Tenant fails to surrender the Premises, Landlord, in compliance with Law, may enter upon and take possession of the Premises and remove Tenant, Tenant’s Property and any party occupying the Premises. Tenant shall pay Landlord, on demand, all past due Rent and other losses and damages Landlord suffers as a result of such Event of Default, including, without limitation, all Costs of Reletting (defined below) and any Deficiency Amount (as calculated in Section 18(b) below) that may arise from reletting or the failure to relet the Premises. “Costs of Reletting” shall include all reasonable costs and expenses incurred by Landlord in reletting or attempting to relet the Premises, including, without limitation, reasonable legal fees, brokerage commissions, the cost of reasonable market-standard alterations and the value of other market standard concessions or allowances granted to a new tenant as determined by Landlord; and

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(ii) Terminate Tenant’s right to possession of the Premises and, in compliance with Law, remove Tenant, Tenant’s Property and any parties occupying the Premises. In the event of re-entry without terminating this Lease, Tenant shall continue to be liable for all Rents and other charges accruing or coming due under this Lease subject to Tenant’s payment to Landlord of the Deficiency Amount as calculated in Section 18(b) below. Landlord may (but shall not be obligated to) relet all or any part of the Premises, without notice to Tenant, for such period of time and on such terms and conditions (which may include concessions, free rent and work allowances) as Landlord in its absolute discretion shall determine. Landlord may collect and receive all rents and other income from the reletting. Tenant shall pay Landlord on demand all past due Rent, all Costs of Reletting and any deficiency arising from the reletting or failure to relet the Premises. The re-entry or taking of possession of the Premises shall not be construed as an election by Landlord to terminate this Lease.

(b) Landlord Damages: Tenant shall also be liable for and shall pay to Landlord, as damages, any deficiency (referred to as a “Deficiency Amount”) between the Total Rent Amounts Due (as hereinafter defined), and the net amount, if any, of rents collected under any reletting for any part of such period (in calculating such Deficiency Amount Owner shall have the right to first deduct from the rents collected any Costs of Reletting incurred or to be incurred by Landlord). Any such Deficiency Amount shall be paid in monthly installments by Tenant on the days specified in this Lease for payment of installments of Base Rent together with the amounts due on account of Taxes and Operating Expenses. Landlord shall be entitled to recover from Tenant each Deficiency Amount as the same shall arise, and no suit to collect the amount of the Deficiency Amount for any month or period shall prejudice Landlord’s right to collect the Deficiency Amount for any subsequent month or period by a similar proceeding. For the purposes hereof, the “Total Rent Amounts Due” shall mean the total amount of (x) Base Rent remaining to be paid for the period which otherwise would have constituted the unexpired portion of the Term, together with (y) the Additional Rent which would have accrued on account of the Taxes and the Operating Expenses under the provisions of Section 4(b) and Exhibit C hereto for the period which otherwise would have constituted such unexpired portion of the Term.

(c) Landlord also may elect to receive as damages in lieu of the payment of the Deficiency Amounts the sum of (a) all Rent accrued through the date of termination of this Lease or Tenant’s right to possession, and (b) an amount equal to the Total Rent Amounts Due that Tenant would have been required to pay for the remainder of the Term discounted to net present value minus the then present fair rental value of the Premises for the remainder of the Term, similarly discounted, after deducting all anticipated Costs of Reletting.

(d) If Tenant is in default of any of its non-monetary obligations under the Lease, Landlord shall have the right to perform such obligations. Tenant shall reimburse Landlord for the cost of such performance upon demand together with an administrative charge equal to 10% of the cost of the work performed by Landlord. The repossession or re-entering of all or any part of the Premises shall not relieve Tenant of its liabilities and obligations under this Lease. No right or remedy of Landlord shall be exclusive of any other right or remedy. Each right and remedy shall be cumulative and in addition to any other right and remedy now or subsequently available to Landlord at Law or in equity so long as Landlord is not compensated in excess of its compensable losses under this Lease, at Law or in equity. For the purpose of this Lease the term Tenant shall mean any surety or guarantor of Tenant’s obligations under this Lease.

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(e) Additional Rights and Remedies:

Whether or not Landlord terminates this Lease, Landlord shall have the right, after an Event of Default, as Landlord chooses in its absolute discretion, (i) to terminate any or all subleases, licenses, concessions and other agreements entered into by Tenant pertaining solely to its occupancy of the Premises and/or (ii) to maintain any or all such agreements in effect and succeed to Tenant’s interests in connection therewith (in which event Tenant shall cease to have any interest in, or liability under, any such agreement).

In addition to the above, Landlord shall have any and all other rights provided an owner at law or in equity, including, but not limited to, those remedies provided for by Laws now or hereafter in effect, for breach of a lease or tenancy by a tenant.

(f) Tenant Waivers:

Tenant, on its own behalf and on behalf of all persons claiming through or under Tenant, including all creditors, does further hereby waive any and all rights which Tenant and all such persons might otherwise have under any present or future law to redeem the Premises, or to re-enter or repossess the Premises, or to restore the operation of this Lease, after (i) Tenant shall have been dispossessed by a judgment or by warrant of any court or judge, or (ii) any re-entry by Owner, or (iii) any expiration or termination of this Lease and the Term, whether such dispossess, re-entry, expiration or termination shall be by operation of law or pursuant to the provisions of this Lease.

19. Payment by Tenant; Non-Waiver; Cumulative Remedies.

(a) Payment by Tenant. Upon any Event of Default, Tenant shall pay to Landlord all costs incurred by Landlord (including court costs and reasonable attorneys’ fees and expenses) in: (1) obtaining possession of the Premises; (2) if Tenant is dispossessed of the Premises or this Lease is terminated, removing and storing Tenant’s or any other occupant’s property; (3) if Tenant is dispossessed of the Premises or this Lease is terminated, repairing, restoring, altering, remodeling, or otherwise putting the Premises into condition acceptable to a new tenant; (4) if Tenant is dispossessed of the Premises and this Lease is not terminated, reletting all or any part of the Premises (including brokerage commissions, cost of tenant finish work, and other costs incidental to such reletting); (5) performing Tenant’s obligations which Tenant failed to perform; and (6) enforcing, or advising Landlord of, its rights, remedies, and recourses arising out of the Event of Default. To the full extent permitted by Law, Landlord and Tenant agree the federal and state courts of the state in which the Premises are located shall have exclusive jurisdiction over any matter relating to or arising from this Lease and the parties’ rights and obligations under this Lease.

(b) No Waiver. Landlord’s acceptance of Rent following an Event of Default shall not waive Landlord’s rights regarding such Event of Default. No waiver by Landlord of

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any violation or breach of any of the terms contained herein shall waive Landlord’s rights regarding any future violation of such term. Landlord’s acceptance of any partial payment of Rent shall not waive Landlord’s rights with regard to the remaining portion of the Rent that is due, regardless of any endorsement or other statement on any instrument delivered in payment of Rent or any writing delivered in connection therewith; accordingly, Landlord’s acceptance of a partial payment of Rent shall not constitute an accord and satisfaction of the full amount of the Rent that is due.

(c) Cumulative Remedies. Any and all remedies set forth in this Lease: (1) shall be in addition to any and all other remedies Landlord may have at law or in equity; (2) shall be cumulative; and (3) may be pursued successively or concurrently as Landlord may elect. The exercise of any remedy by Landlord shall not be deemed an election of remedies or preclude Landlord from exercising any other remedies in the future.

20. [Intentionally Omitted]

21. Surrender of Premises. No act by Landlord shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender of the Premises shall be valid unless it is in writing and signed by Landlord. At the expiration or termination of this Lease, Tenant shall deliver to Landlord the Premises with all improvements located therein in good repair and condition, free of Hazardous Materials placed on the Premises during the Term, broom-clean, reasonable wear and tear (and condemnation and Casualty damage, as to which Section 14 and Section 15 shall control) excepted, and shall deliver to Landlord all keys to the Premises. Tenant may remove all unattached trade fixtures, furniture, and personal property placed in the Premises by Tenant (but Tenant may not remove any such item which was paid for, in whole or in part, by Landlord unless Landlord requires such removal). Additionally, at Tenant’s cost, Tenant shall remove all Tenant’s Property and Required Removables. Tenant shall repair all damage caused by such removal. All items not so removed shall, at Landlord’s option, be deemed to have been abandoned by Tenant and may be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord at Tenant’s cost without notice to Tenant and without any obligation to account for such items; any such disposition shall not be considered a strict foreclosure or other exercise of Landlord’s rights in respect of the security interest granted under Section 20. The provisions of this Section 21 shall survive the expiration or earlier termination of the Lease.

22. Holding Over. If Tenant fails to vacate the Premises at the end of the Term, then Tenant shall be a tenant at sufferance and, in addition to all other damages and remedies to which Landlord may be entitled for such holding over: (a) Tenant shall pay, in addition to the other Rent, Base Rent equal to: (1) one hundred fifty percent (150%) of the Base Rent and 100% of the Additional Rent payable during the last month of the Term; and (b) Tenant shall otherwise continue to be subject to all of Tenant’s obligations under this Lease. The provisions of this Section 22 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at Law. If Tenant fails to surrender the Premises within thirty (30) days of the termination or expiration of this Lease, in addition to payment of the foregoing hold-over rent, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys’ fees) and liability resulting from such failure, including any claims made by any succeeding tenant founded upon

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such failure to surrender, and any lost profits to Landlord resulting therefrom providing Landlord had provided Tenant with notice of the existence of such actual or prospective succeeding tenant. Notwithstanding the foregoing, if Tenant holds over with Landlord’s express written consent, then Tenant shall be a month-to-month tenant and Tenant shall pay, in addition to the other Rent, Base Rent equal to one hundred twenty-five percent (125%) of the Base Rent payable during the last month of the Term.

23. Certain Rights Reserved by Landlord. Landlord shall have the following rights, which Landlord agrees to exercise in a manner which does not unreasonably interfere with Tenant’s Permitted Use of the Premises:

(a) Building Operations. To decorate and to make inspections, repairs, alterations, additions, changes, or improvements, whether structural or otherwise, in and about the Building, or any part thereof; to enter upon the Premises (after giving Tenant reasonable notice thereof, which may be oral notice, except in cases of real or apparent emergency, in which case no notice shall be required) and, during the continuance of any such work, to temporarily close doors, entryways, public space, and corridors in the Building; to interrupt or temporarily suspend Building services and facilities; to change the name of the Building or the complex of which the Building is a part; and to change the arrangement and location of entrances or passageways, doors, and doorways, corridors, elevators, stairs, restrooms, or other public parts of the Building;

(b) Access Control. To take such reasonable access control measures as Landlord deems advisable (provided, however, that any such access control measures are for Landlord’s own protection, and Tenant acknowledges that Landlord is not a guarantor of the security or safety of any Tenant Party and that all such security matters are the responsibility of Tenant); including evacuating the Building for cause, suspected cause, or for drill purposes; temporarily denying access to the Building; and (if the Building is multi-tenant) closing the Building after normal business hours and on Sundays and Holidays, subject, however, to Tenant’s right to enter when the Building is closed after normal business hours under such reasonable regulations as Landlord may prescribe from time to time;

(c) Prospective Purchasers and Lenders. To enter the Premises during business hours on Business Days upon not less than twenty-four (24) hours’ prior written or oral notice to Tenant to show the Premises to prospective purchasers or lenders; and

(d) Prospective Tenants. At any time during the last twelve (12) months of the Term (or earlier if Tenant has notified Landlord in writing that it does not desire to renew the Term) or at any time following the occurrence of an Event of Default, to enter the Premises during Tenant’s normal Business Hours during Business Days to show the Premises to prospective tenants.

(e) Premises Access. All doors to and within the Premises shall be accessed by a single master key and Tenant shall provide Landlord with a copy of such master key prior to conducting business in the Premises. Landlord shall retain such master key for all of the doors for the Premises, excluding Tenant’s vaults, safes and files. Landlord shall have the right to use any and all means to open the doors to the Premises in an emergency in order to

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obtain entry thereto without liability to Tenant therefor. Any entry to the Premises by Landlord by any of the foregoing means, or otherwise, shall not be construed or deemed to be a forcible or unlawful entry into or a detainer of the Premises, or an eviction, partial eviction or constructive eviction of Tenant from the Premises or any portion thereof, and shall not relieve Tenant of its obligations hereunder.

24. Extension Options. See Exhibit K attached hereto and made a part hereof.

25. Hazardous Materials.

(a) Compliance with Laws. During the Term of this Lease, Tenant shall comply with all Environmental Laws (as defined in Section 25(h) below) applicable to the operation or use of the Premises, will cause all other persons occupying or using the Premises to comply with all Environmental Laws, will immediately pay or cause to be paid all costs and expenses incurred by reason of such compliance. Notwithstanding the foregoing, Tenant shall not be responsible for any environmental conditions existing prior to Tenant’s taking possession of the Premises, unless caused by a Tenant or any Tenant Party.

(b) No Generation. Tenant shall not generate, use, treat, store, handle, release or dispose of, or permit the generation, use, treatment, storage, handling, release or disposal of Hazardous Materials on the Premises, or the Building, or transport or permit the transportation of Hazardous Materials to or from the Premises or the Building except that Tenant may use or maintain Hazardous Materials in the Premises in limited quantities required in connection with routine general office use, and then only in compliance with all applicable Environmental Laws. In no event shall Tenant, or any Tenant Party, cause or permit the Building or Land to be deemed an “Establishment,” as defined by Connecticut General Statutes Section 22a-134, et seq., as amended (the “Transfer Act”), or a solid waste management facility under RCRA, 42 USC 6901, et seq.

(c) Intentionally Omitted.

(d) Environmental Claims. Tenant will immediately advise Landlord in writing of any of the following: (1) any pending or threatened Environmental Claim (as defined in Section 25(h) below) against Tenant relating to the Premises or the Building; (2) any condition or occurrence on the Premises or the Building that (a) results in noncompliance by Tenant with any applicable Environmental Law, or (b) could reasonably be anticipated to form the basis of an Environmental Claim against Tenant or Landlord or the Premises; (3) any condition or occurrence on the Premises or the subsurface, that could reasonably be anticipated to cause the Premises to be subject to any restrictions on the ownership, occupancy, use or transferability of the Premises under any Environmental Law; and (4) the actual or reasonably anticipated taking of any removal or remedial action by Tenant in response to the actual or alleged presence of any Hazardous Material on the Premises or the Building. All such notices shall describe in reasonable detail the nature of the claim, investigation, condition, occurrence or removal or remedial action and Tenant’s response thereto. In addition, Tenant will provide Landlord with copies of all communications regarding the Premises with any governmental agency relating to Environmental Laws, all such communications with any person relating to Environmental Claims, and such detailed reports of any such Environmental Claim as may reasonably be requested by Landlord.

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(e) Tenant Indemnity. Tenant agrees to indemnify, defend and hold harmless the Indemnitees from and against all obligations (including removal and remedial actions), losses, claims, suits, judgments, liabilities, penalties, damages, costs and expenses (including reasonable attorneys’ and consultants’ fees and expenses) of any kind or nature whatsoever that may at any time be incurred by, imposed on or asserted against such Indemnitees directly or indirectly based on, or arising or resulting from (i) the actual or alleged presence of Hazardous Materials on the Building which is caused or permitted by Tenant or a Tenant Party, or (ii) any Environmental Claim relating in any way to Tenant’s operation or use of the Premises (the “Hazardous Materials Indemnified Matters”). The provisions of this Section 25 shall survive the expiration or sooner termination of this Lease.

(f) Landlord Indemnity. Subject to Section 11(c), Section 26(a) and Section 26(b), Landlord shall indemnify, defend and hold harmless Tenant and the Tenant Parties from and against all obligations (including removal and remedial actions), losses, claims, suits, judgments, liabilities, penalties, damages (including consequential and punitive damages), costs and expenses (including reasonable attorneys’ and consultants’ fees and expenses) of any kind or nature whatsoever that may at any time be incurred by, imposed on or asserted against Tenant and the Tenant Parties caused directly and solely by (i) the actual or alleged presence of Hazardous Materials on the Building which is introduced by Landlord or a Landlord Party and (ii) any Environmental Claim arising or resulting from the actual or alleged presence of Hazardous Materials on the Building which is introduced by Landlord or a Landlord Party. The provisions of this Section 25 (e) shall survive the expiration or sooner termination of this Lease.

(g) Payment on Indemnified Matters. To the extent that any undertaking in the preceding paragraphs may be unenforceable because it is violative of any law or public policy, Tenant or Landlord, as appropriate, will contribute the maximum portion that it is permitted to pay and satisfy under applicable Law to the payment and satisfaction of such party’s obligation under the preceding paragraphs.

(h) Interest. All sums paid and costs incurred by Landlord with respect to any Hazardous Materials Indemnified Matter shall bear interest at the Default Rate from the date so paid or incurred until reimbursed by Tenant, and all such sums and costs shall be immediately due and payable on demand. All sums paid and costs owed by Landlord to Tenant under subsection (e) above shall bear interest at the Default Rate from the date so paid or incurred until reimbursed by Landlord, and all such sums and costs shall be immediately due and payable on demand.

(i) Definitions. (a) “Hazardous Materials” means (i) petroleum or petroleum products, natural or synthetic gas, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, and radon gas; (ii) any substances defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants” or “pollutants,” or words of similar import, under any

40

applicable Environmental Law; and (iii) any other substance exposure which is regulated by any governmental authority; (b) “Environmental Law” means any federal, state or local statute, law, rule, regulation, ordinance, code, policy or rule of common law now or hereafter in effect and in each case as amended, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to the environment, health, safety or Hazardous Materials, including without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. §§960l et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §§690l et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §§l80l et seq.; the Clean Water Act, 33 U.S.C. §§l25l et seq.; the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; the Clean Air Act, 42 U.S.C. §§740l et seq.; the Safe Drinking Water Act, 42 U.S.C. §§300f et seq.; the Atomic Energy Act, 42 U.S.C. §§20l I et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§l36 et seq.; the Occupational Safety and Health Act, 29 U.S.C. §§651 et seq, Connecticut General Statutes 22a-114 et seq., 22a-134 et seq., and 22a-451 et seq., as the foregoing may have been amended to date, and all similar federal, state and local environmental laws, ordinances, rules, codes and regulations, and any other federal, state or local laws, ordinances, rules, codes and regulations, as any of the foregoing may have been from time to time amended, supplemented or supplanted and any other federal, state or local laws, ordinances, rules, codes and regulations now existing relating to the protection of health, safety or the environment or the regulation or control or imposing liability or standards of conduct concerning toxic or hazardous waste, substances or materials; and (c) “Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigations, proceedings, consent orders or consent agreements relating in any way to any Environmental Law or any environmental permit, including without limitation (i) any and all Environmental Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law and (ii) any and all Environmental Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment.

26. Miscellaneous.

(a) Landlord Transfer. Landlord may transfer any portion of the Building and any of its rights under this Lease. If Landlord assigns its rights under this Lease, then Landlord shall thereby be released from any further obligations hereunder arising after the date of transfer, provided that the assignee assumes Landlord’s obligations hereunder in writing.

(b) Landlord’s Liability. The liability of Landlord (and its partners, shareholders or members) to Tenant (or any person or entity claiming by, through or under Tenant) for any default by Landlord under the terms of this Lease or any matter relating to or arising out of the occupancy or use of the Premises and/or other areas of the Building shall be limited to Tenant’s actual direct, but not consequential (or other speculative), damages therefor and shall be recoverable only from the interest of Landlord in the Property and the proceeds thereof, and Landlord (and its partners, shareholders or members) shall not be personally liable for any deficiency. Additionally, to the extent allowed by Law, Tenant hereby waives any statutory lien it may have against Landlord or its assets, including without limitation, the Building.

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(c) Force Majeure. Other than for Tenant’s obligations under this Lease that can be performed by the payment of money (e.g., payment of Rent and maintenance of insurance), whenever a period of time is herein prescribed for action to be taken by either party hereto, such party shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war (declared or undeclared), acts of terrorism, governmental laws, regulations, or restrictions, or any other causes of any kind whatsoever which are beyond the control of such party.

(d) Brokerage. Neither Landlord nor Tenant has dealt with any broker or agent in connection with the negotiation or execution of this Lease, other than the broker set forth in the Basic Lease Information. Tenant and Landlord shall each indemnify, defend and hold the other harmless from and against all costs, expenses, attorneys’ fees, liens and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under such indemnifying party, other than the broker named in the Basic Lease Information. Landlord shall be responsible for the commission due and payable to Summit Development, LLC pursuant to a separate agreement. The foregoing indemnity shall survive the expiration or earlier termination of the Lease.

(e) Estoppel Certificates. From time to time, Tenant shall furnish to any party designated by Landlord, within ten (10) Business Days after Landlord has made a request therefor, a certificate signed by Tenant confirming and containing such factual certifications and representations as to this Lease as Landlord may reasonably request. Unless otherwise required by Landlord’s Mortgagee or a prospective purchaser or mortgagee of the Building, the initial form of estoppel certificate to be signed by Tenant is attached hereto as Exhibit F.

(f) Notices. All notices and other communications given pursuant to this Lease shall be in writing and shall be: (1) mailed by first class, United States Mail, postage prepaid, certified, with return receipt requested, and addressed to the parties hereto at the address specified in the Basic Lease Information; (2) hand delivered to the intended addressee; (3) sent by a nationally recognized overnight courier service; or (4) sent by facsimile transmission during normal business hours followed by a copy of such notice sent in another manner permitted hereunder. All notices shall be effective upon the earlier to occur of actual receipt, one (1) Business Day following deposit with a nationally recognized overnight courier service, or three (3) days following deposit in the United States mail. The parties hereto may change their addresses by giving notice thereof to the other in conformity with this provision.

(g) Separability. If any clause or provision of this Lease is illegal, invalid, or unenforceable under present or future laws, then the remainder of this Lease shall not be affected thereby and in lieu of such clause or provision, there shall be added as a part of this Lease a clause or provision as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable.

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(h) Amendments; Binding Effect. This Lease may not be amended except by instrument in writing signed by Landlord and Tenant. No provision of this Lease shall be deemed to have been waived by Landlord unless such waiver is in writing signed by Landlord, and no custom or practice which may evolve between the parties in the administration of the terms hereof shall waive or diminish the right of Landlord to insist upon the performance by Tenant in strict accordance with the terms hereof. The terms and conditions contained in this Lease shall inure to the benefit of and be binding upon the parties hereto, and upon their respective successors in interest and legal representatives, except as otherwise herein expressly provided. This Lease is for the sole benefit of Landlord and Tenant, and, other than Landlord’s Mortgagee, no third party shall be deemed a third party beneficiary hereof.

(i) Quiet Enjoyment. Provided Tenant has performed all of its obligations hereunder, Tenant shall peaceably and quietly hold and enjoy the Premises for the Term, without hindrance from Landlord or any party claiming by, through, or under Landlord, but not otherwise, subject to the terms and conditions of this Lease.

(j) No Merger. There shall be no merger of the leasehold estate hereby created with the fee estate in the Premises or any part thereof if the same person acquires or holds, directly or indirectly, this Lease or any interest in this Lease and the fee estate in the leasehold Premises or any interest in such fee estate.

(k) No Offer. The submission of this Lease to Tenant shall not be construed as an offer, and Tenant shall not have any rights under this Lease unless Landlord executes a copy of this Lease and delivers it to Tenant.

(l) Entire Agreement. This Lease constitutes the entire agreement between Landlord and Tenant regarding the subject matter hereof and supersedes all oral statements and prior writings relating thereto. Except for those set forth in this Lease, no representations, warranties, or agreements have been made by Landlord or Tenant to the other with respect to this Lease or the obligations of Landlord or Tenant in connection therewith. The normal rule of construction that any ambiguities be resolved against the drafting party shall not apply to the interpretation of this Lease or any exhibits or amendments hereto.

(m) Waiver of Jury Trial. LANDLORD AND TENANT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LEASE OR ANY DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY ARISING OUT OF OR RELATED IN ANY MANNER WITH THE PREMISES (INCLUDING WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS LEASE OR ANY CLAIMS OR DEFENSES ASSERTING THAT THIS LEASE WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR LANDLORD TO ENTER INTO AND ACCEPT THIS LEASE.

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(n) Governing Law. This Lease shall be governed by and construed in accordance with the laws of the state in which the Premises are located.

(o) Recording. At the request of either party, Landlord and Tenant shall promptly execute, acknowledge and deliver a notice of lease complying with the provisions of C.G.S.A. Section 47-19 (which shall include no financial terms). In no event shall this Lease be recorded and if Tenant records this Lease in violation of the terms hereof, in addition to any other remedy available to Landlord upon Tenant’s default, Landlord shall have the option to terminate this Lease by recording a notice to such effect. If a notice of lease is recorded, on the termination or expiration of this Lease, Tenant shall execute, acknowledge and deliver to Landlord an instrument in writing releasing and quitclaiming to Landlord all right, title and interest of Tenant in and to the Premises by reason of this Lease or otherwise, and if Tenant fails to do so, Landlord may record a termination of such notice of lease in Tenant’s name and stead.

(p) Joint and Several Liability. If Tenant is comprised of more than one (1) party, each such party shall be jointly and severally liable for Tenant’s obligations under this Lease. All unperformed obligations of Tenant hereunder not fully performed at the end of the Term shall survive the end of the Term, including payment obligations with respect to Rent and all obligations concerning the condition and repair of the Premises.

(q) [ lntentionallv omitted].

(r) Landlord’s Fees. Whenever Tenant requests Landlord to take any action not required of it hereunder or give any consent required or permitted under this Lease, Tenant will reimburse Landlord for Landlord’s reasonable, out-of-pocket costs payable to third parties and incurred by Landlord in reviewing the proposed action or consent, including reasonable attorneys’, engineers’ or architects’ fees, within thirty (30) days after Landlord’s delivery to Tenant of a statement of such costs. Tenant will be obligated to make such reimbursement without regard to whether Landlord consents to any such proposed action.

(s) Telecommunications. Except with respect to Tenant’s installation of telecommunications equipment upon its original occupancy of the Premises, Tenant and its telecommunications companies, including local exchange telecommunications companies and alternative access vendor services companies, shall have no right of access to and within the Building, for the installation and operation of telecommunications systems, including voice, video, data, Internet, and any other services provided over wire, fiber optic, microwave, wireless, and any other transmission systems (“Telecommunications Services”), for part or all of Tenant’s telecommunications within the Building and from the Building to any other location without Landlord’s prior written consent, which consent shall not be unreasonably withheld. All providers of Telecommunications Services shall be required to comply with the rules and regulations of the Building, applicable Laws and Landlord’s policies and practices for the Building. Tenant acknowledges that Landlord shall not be required to provide or arrange for any Telecommunications Services and that Landlord shall have no liability to any Tenant Party in connection with the installation, operation or maintenance of Telecommunications Services or any equipment or facilities relating thereto. Tenant, at its cost and for its own account, shall be solely responsible for obtaining all Telecommunications Services.

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(t) Confidentiality. Tenant acknowledges that the financial terms and conditions of this Lease are to remain confidential for Landlord’s benefit, and may not be disclosed by Tenant to anyone, by any manner or means, directly or indirectly, without Landlord’s prior written consent, unless required by applicable Law. The consent by Landlord to any disclosures shall not be deemed to be a waiver on the part of Landlord of any prohibition against any future disclosure.

(u) Authority. Tenant (if a corporation, partnership or other business entity) hereby represents and warrants to Landlord that Tenant is a duly formed and existing entity qualified to do business in the state in which the Premises are located, that Tenant has full right and authority to execute and deliver this Lease, and that each person signing on behalf of Tenant is authorized to do so.

(v) Parking. Tenant may use the number of non-designated and non-exclusive parking spaces specified in the Basic Lease Information for employee parking. Landlord shall exercise reasonable efforts to ensure that such spaces are available to Tenant for its use, but Landlord shall not be required to enforce Tenant’s right to use the same. In no event shall Tenant or any of Tenant’s agents, employees or invitees park or permit any parking of vehicles overnight.

27. USA Patriot Act and Anti-Terrorism Laws.

(a) Landlord and Tenant each represents and warrants to, and covenants with, the other party hereto that neither it nor any of its respective constituent owners or affiliates currently are, or shall be at any time during the Term hereof, in violation of any laws relating to terrorism or money laundering (collectively, the “Anti-Terrorism Laws”), including without limitation Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (the “Executive Order”) and/or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (the “USA Patriot Act”).

(b) Tenant and Landlord covenant with the other party hereto that neither it nor any of its respective constituent owners or affiliates is or shall be during the Term hereof a “Prohibited Person,” which is defined as follows: (i) a person or entity that is listed in the Annex to, or is otherwise subject to, the provisions of the Executive Order; (ii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a person or entity with whom Landlord or Tenant is prohibited from dealing with or otherwise engaging in any transaction by any Anti-Terrorism Law, including without limitation the Executive Order and the USA Patriot Act; (iv) a person or entity who commits, threatens or conspires to commit or support “terrorism” as defined in Section 3(d) of the Executive Order; (v) a person or entity that is named as a “specially designated national and blocked person” on the then-most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http://www.treas.gov/offices/eotffc/ofac/sdn/t11sdn.pdf, or at any replacement website or other replacement official publication of such list; and (vi) a person or entity who is affiliated with a person or entity listed in items (i) through (v) above.

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(c) At any time and from time to time during the Term, Tenant shall deliver to Landlord, within ten (10) days after receipt of a written request therefor, a written certification or such other evidence reasonably acceptable to Landlord evidencing and confirming Tenant’s compliance with this Section 27.

28. Roof Space For Dish/Antenna. See Exhibit L attached hereto and made a part hereof.

29. Disclaimer. LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED.

This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated as of the date first above written. If the execution date is left blank, this Lease shall be deemed executed as of the date first written above.

LANDLORD:	JEFFERSON AT MARITIME, L. P.,
	a Delaware limited partnership
		By:	Jefferson at Maritime GP LLC,   a Delaware limited liability company,
		Its:	General Partner
	By:	/s/ Thomas N. O’Brien
	Name:	Thomas N. O’Brien
	Title:	Executive Vice President & Managing Partner Northeast Region
TENANT:	KAYAK SOFTWARE CORPORATION,
	a Delaware corporation
	By:	/s/ Steve Hafner
	Name:	Steve Hafner
	Title:	CEO

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EXHIBIT A

OUTLINE OF PREMISES

A-1

EXHIBIT B

OUTLINE OF PARKING AREAS

B-1

EXHIBIT C

1. (a) “Operating Expenses” shall mean the actual costs incurred with respect to the operation, management, maintenance and repair of the Complex and the Main Parking Area, including, without limitation, subject to the terms of Section (c) below, expenses incurred either by Landlord, or any Condominium Association which may be formed in the future and which includes the Premises or Complex or any portion thereof, as the case may be in connection with: alterations performed or improvements made by reason of any federal, state or local law, statute, ordinance or regulation first enacted after the date of this Lease; repairs, repainting, restriping and maintenances of the Main Parking Area; exterior window washing; service contracts; permit fees; protection and security service; premiums for casualty, liability, rent and other insurance; the purchase or rental of all materials and supplies; wages, salaries, benefits, payroll taxes, retirement plans, worker’s compensation and group insurance respecting service and maintenance for employees of the Complex; uniforms and working clothes for such employees, maintenance, upkeep and repair of the sidewalks, curbs and landscaping located outside of and servicing the Complex; accounting and legal fees (other than those for the sale or financing of the Building, the preparation of this and other leases, or the modification or termination of leases) fees of any managing agent employed by Landlord attributable to the commercial units and snow and ice removal.

(b) If Landlord purchases any item of capital equipment or makes any capital expenditure for the purpose of reducing Operating Expenses or in order to comply with a requirement of a federal, state or local law, ordinance, or regulation, then (i) the cost of such capital equipment or capital expenditure shall be included in the Operating Expenses beginning with the year in which such expense is incurred and (ii) the amount of such cost to be included in each year’s Operating Expenses shall be the amortized amount of such cost, on a straight line basis, over the estimated useful life as prescribed under generally accepted accounting principles, plus an interest factor equal to either the interest rate paid by Landlord if it finances the cost or the highest “prime rate” published in the Wall Street Journal on the date of such purchase or expenditure. If Landlord shall lease any such item of capital equipment, then the annual amount paid by Landlord on account of such lease shall be included in Operating Expenses.

(c) The term “Operating Expenses” shall not include:

(i) Taxes (as defined in Section 3 below), franchise taxes or taxes imposed upon or measured by the income or profits of Landlord;

(ii) Any administrative wages and salaries for employees above the level of building manager or any other general and administrative overhead of Landlord, including, but not limited to, rent or renting commissions;

(iii) Except as otherwise provided in (a) above, the cost of any item which should, in accordance with generally accepted accounting principles, be capitalized on the books of the Landlord;

(iv) The cost of any electricity furnished to the Premises or any other space in the Complex leased to other tenants or for which the residential occupants are solely responsible;

C-1

(v) The cost of alterations to tenant spaces and any fit-out in advance of and in expectation of a tenant;

(vi) The cost of any special work or service performed for any tenant (whether or not at the cost of such tenant) which is not regularly provided to or for the benefit of the other tenants of the Building;

(vii) Any expense to the extent that Landlord is compensated therefor from insurance proceeds or manufacturer’s warranty;

(viii) Marketing costs, including, without limitation, leasing commissions, attorney’s fees in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments, space planning costs, and other costs and expenses incurred in connection with lease, sublease and/or assignment negotiations and transactions with present or prospective tenants or other occupants of the Building;

(ix) Fines, penalties and other costs incurred by Landlord due to the violation by Landlord or any other tenant of any legal requirement or any lease of space in the Building;

(x) Amounts paid to affiliates of Landlord for goods and/or services for the Building to the extent the same exceeds the cost of such goods and/or services that would be charged by unaffiliated third parties on a competitive basis;

(xi) Interest, principal, points and fees on debts;

(xii) Advertising and promotional expenditures, and costs of signs in or on the Building and/or the Land identifying the owner of the Building or other tenants’ signs;

(xiii) Amounts paid by Landlord for parking Tights in offsite areas;

(xiv) Lease payments for rented equipment, the cost of which equipment would constitute a capital expenditure if the equipment were purchased;

(xv) Costs incurred in connection with Landlord’s Work;

(xvi) Costs incurred in correcting defects with the construction of the Building;

(xvii) Any other items which are allocated to the occupants of residential units, including, without limitation, the residential condominium management fee;

(xviii) That portion of the costs of the Plaza and Parking Areas that are billed by the Master Association and paid for by the Maritime Association;

(xix) Costs of the 55/77 Garage;; and

(xx) Any costs being charged for reserves against Common Charges.

(d) Effective as of the Rent Commencement Date, Tenant shall pay to Landlord, as Additional Rent, in advance on the first day of each month, one-twelfth (1/12^th) of Tenant’s Share of Operating Expenses and the Taxes, as reasonably estimated by Landlord, for each calendar year or portion thereof during the Term. From time to time, Landlord may estimate and re-estimate the Additional Rent to be paid hereunder and deliver a copy of the estimate or re-estimate

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to Tenant. Thereafter the monthly installments of Additional Rent payable by Tenant hereunder shall be appropriately adjusted in accordance with the estimations so that by the end of the calendar year in question, Tenant shall have paid all of the Additional Rent for Operating Expenses and Taxes, as reasonably estimated by Landlord. Any amounts paid based on such estimates shall be subject to adjustment as herein provided when actual Operating Expenses and Taxes are available for each calendar year.

(e) If the Expiration Date or termination date of this Lease shall not coincide with the end of a calendar year, then Tenant’s obligation to pay Taxes and/or Operating Expenses for the final period of the Lease shall survive the expiration of the Term of this Lease. Upon such expiration or termination, Landlord shall have the option with respect to Tenant’s obligation for any Additional Rent hereunder from the beginning of the then current calendar year through the date of such expiration or termination, being less than a full calendar year, either (1) to wait until such full year’s Operating Expenses, and/or Taxes are known, or (2) to require immediate payment of Additional Rent from Tenant for Operating Expenses and Taxes on the same dollar basis as the previous calendar year. In either instance, Tenant’s liability shall be prorated on the basis of the proportionate relationship that the number of days in such final period of the Term bears to 365.

(f) Upon reasonable prior notice to Landlord, Tenant shall have the right to inspect Landlord’s accounting records relative to Operating Expenses and Taxes during Landlord’s normal business hours at any mutually convenient time within one hundred twenty (120) days following the furnishing to Tenant of the Operating Expense and Tax statement; and, unless Tenant shall take written exception to any item in any such statement within such one hundred twenty (120) day period, such statement shall be considered as final and accepted by Tenant. Whether or not Tenant shall take exception to any statement, Tenant shall nonetheless pay such Additional Rent in the amount specified in the Landlord’s statement to Tenant, in full, within ten (10) Business Days of the submission of such statement to Tenant, without any holdback, offset, deduction or delay.

3. Taxes. Tenant shall also pay as Additional Rent, as set forth in Paragraph 1 of this Exhibit C. Tenant’s Proportionate Share of Taxes for each calendar year or part thereof falling within the Term. “Taxes” shall mean taxes, assessments, and governmental charges or fees whether federal, state, county or municipal, and whether they be by taxing districts or authorities presently taxing or by others, subsequently created or otherwise, and any other taxes and assessments (including non-governmental assessments for common charges under a restrictive covenant or other private agreement that are not treated as part of Operating Expenses) now or hereafter attributable to the Building (or its operation), excluding, however, penalties and interest thereon and federal and state taxes on income (if the present method of taxation changes so that in lieu of or in addition to the whole or any part of any Taxes, there is levied on Landlord a capital tax directly on the rents received therefrom or a franchise tax, assessment, or charge based, in whole or in part, upon such rents for the Building, then all such taxes, assessments, or charges, or the part thereof so based, shall be deemed to be included within the term “Taxes” for purposes hereof). Taxes shall include the costs of consultants and attorneys retained in a good faith effort to lower Taxes and all costs incurred in disputing any taxes or in seeking to lower the tax valuation of the Building or Complex in good faith; provided, however, that Taxes for any calendar year shall be reduced by the net amount (after subtracting Landlord’s costs) of any tax

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refund received by Landlord attributable to such year. “Taxes” shall not include any transfer, franchise, rental, income, estate, inheritance or profit tax, or excise taxes. For property tax purposes, to the extent allowed by Law, Tenant waives all rights to protest or appeal the appraised value of the Premises, as well as the Building, and all rights to receive notices of reappraisement. Tenant acknowledges that it has been advised the Complex presently receives the benefit of a partial real estate tax abatement, which abatement will reduce over a seven year period and that, therefore, Taxes will increase during the Lease Term simply by virtue of the phase-out of the current tax.

5. Operating Expense, Tax and Insurance Statement. By June 1 of each calendar year, or as soon thereafter as practicable, Landlord shall furnish to Tenant a statement of Tenant’s Proportionate Commercial Space Share of Operating Expenses for the Commercial Space of the Complex, and Tenant’s Proportionate Complex Share of Complex Operating Expenses, Tenant’s Proportionate Commercial Space Share of Taxes and Insurance for the previous year (the “Operating Expense, Tax and Insurance Statement”). If Tenant’s estimated payments of Operating Expense, Taxes or Insurance under this Exhibit C for the year covered by the Statement exceed Tenant’s share of such items as indicated in the Statement, then Landlord shall credit or reimburse Tenant for such excess; likewise, if Tenant’s estimated payments of Complex Operating Expense, Commercial Space Operating Expenses, Taxes and Insurance under this Exhibit C for such year are less than Tenant’s share of such items as indicated in the Statement, then Tenant shall pay Landlord such deficiency within ten (10) days of demand therefor, and such obligation shall survive any termination or expiration of this Lease. Landlord shall have the same remedies for a default in the payment of Tenant’s Proportionate Commercial Space Share of Commercial Space Operating Expenses, Tenant’s Proportionate Complex Share of Complex Operating Expenses, and Tenant’s Proportionate Complex Share of Taxes and Insurance as for a default in the payment of Base Rent.

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EXHIBIT D

WORK LETTER

I. Turn-Over Condition of Premises. On the Possession Date, the Premises shall be delivered in “as is” condition, subject to the following:

(a) broom clean condition, free of debris. Any damaged fireproofing on columns shall be repaired. Landlord will remove the existing doorway from the residential lobby to the Tenant space and provide one (1) additional storefront door in a location to be mutually agreed upon.

(b) Floors shall be delivered scraped, patched and leveled ready to receive floor coverings.

(c) There shall be firestopping and fireproofing at all locations required by code.

(d) Perimeter and core walls and columns shall be scraped, patched and ready to receive Tenant finishes.

(e) All perimeter windows shall be sealed and in weathertight condition, all broken glass replaced.

(f) Landlord shall provide a copy of building rules and regulations; and

(g) Landlord shall deliver the base building systems, as they relate to the Premises, in compliance with any applicable ADA, state, federal and/or local laws and regulations.

(h) No violations of applicable Laws, with respect to the Premises, shall exist on the Possession Date, or if any such violations do exist, as Tenant’s sole remedy, Landlord shall correct such violation(s), at Landlord’s cost. Notwithstanding the foregoing, Landlord shall not be responsible for any violations caused by Tenant, or any Tenant Party and Tenant acknowledges that Tenant may not legally occupy the Premises prior to Tenant having procured a Certificate of Occupancy for the Premises.

2. Landlord’s Work. Landlord shall substantially complete the following work to the Premises and Building prior to the Rent Commencement Date in accordance with the terms of Section 3(b) of the Lease and this Exhibit D (collectively, the “Landlord’s Work”):

(a) Sprinkler: Landlord will furnish and install sprinkler zone valve for Tenant use. All sprinkler mains, branch piping, heads, controls and related items to be provided by the Tenant.

(b) HVAC: Landlord to provide 20-ton HVAC unit or equivalent by multiple units at Landlord’s option, for heating and cooling of Tenant’s space. Landlords Work

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will be inclusive of fresh air/condenser ductwork from unit to outside air louvers, power wiring (from Tenant’s power distribution panel), dx / condensate piping, electric heating coil and related accessories. All air distribution ductwork, return air ductwork, dampers, diffusers, grilles, air balancing and related components to be provided by the Tenant.

(c) Electrical: Landlord will furnish and install one (1) 400 amp, 120/208 volt, 3 phase - 4 wire, MCB, 42 circuit panelboard to be located between columns C & D and two (2) 1 inch empty conduits from existing electrical closet to the same location as the electrical panel noted above. All wiring from the meter pan to Tenant’s power distribution panel, branch wiring, devices, fixtures and related work, including utility company fees and meter charges are the sole responsibility of the Tenant.

(d) Telephone/Data: All conduit and wire to be provided by the Tenant from the building demark located in the garage.

(e) Fire Alarm: Tenant will be responsible for all wiring and tie-in of Tenant fire alarms points to the building main fire alarm control panel inclusive of programming. Tenant to use Landlord’s provider for all tie-in related work.

(f) Bathrooms: Two (2) adjacent ADA compliant unisex bathrooms complete with drywall, ceilings, ventilation, electrical, lighting, mirrors, hot water and related accessories, one (1) 1- 1/2” diameter cold-water valved outlet for Tenant’s use, and such other plumbing, piping, fixtures and related items as Tenant shall require. Landlord shall provide Tenant the Bathroom Allowance (as defined in Section 5(b) below) towards the work to be undertaken pursuant to this Section 2(f).

(g) Shell C.O. Landlord shall provide a copy of the permanent certificate of occupancy for the “shell” Building. (Permanent Certificate of Occupancy for the Premises after completion of the Initial Tenant Improvements shall be Tenant’s responsibility.)

(h) Violations. Landlord will remove or cause to be removed any violations against the Building which would delay Tenant from obtaining a building permit for its work or a final sign-off of the work.

(i) Shaft Space. Landlord shall provide Tenant with reasonable, but non- exclusive access to vertical and horizontal shaft space from the basement to the roof of the Building for its communications equipment and HVAC needs.

All other improvements to the Premises, not specifically mentioned above, as being completed by the Landlord, will be the sole responsibility of the Tenant.

Should the Tenant desire the Landlord to manage the construction of the Initial Tenant Improvements, Landlord will provide Construction Management services for the tenant on a costs plus basis. Terms and conditions to be mutually agreed upon.

The term “Tenant’s Delay” means any of the following:

(i) any failure by Tenant to prepare (or cause to be prepared) proposed Tenant’s Plans within the time and manner required under this Exhibit D; or

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(ii) any failure by Tenant to submit the proposed Tenant’s Plans to Landlord within the time and manner required under this Exhibit D, or any failure by Tenant to revise Tenant’s Plans in accordance with any Landlord comments thereto,_within the time and manner required under this Exhibit D; or

(iii) any delay that Landlord may encounter in the performance of Landlord’s Work, by reason of any act, neglect, delay, failure or omission of Tenant, its agents, servants, employees, contractors or sub-contractors, or interference with Landlord’s contractors; or

(iv) any failure by Tenant to apply for a Building Permit in the time and manner required by this Exhibit D; or

(v) any delay in the completion of Landlords’ Work due to any changes in Tenant’s Plans, changes in Landlord’s Work or extra work requested by Tenant.

3. Condition of Building and Premises. Except for Landlord’s obligation to complete the Landlord’s Work pursuant to Section 4(b) of the Lease and this Exhibit D and except as otherwise specifically provided herein, Tenant has agreed to accept the Premises “As Is”, and without any warranties, representations or obligations (express or implied) on Landlord’s part with respect to work or improvements to the Building or Premises, the preparation of the Premises, or the construction of the Initial Tenant Improvements.

4. Costs. Except for the Landlord Work required to be undertaken by Landlord and except as otherwise specifically set forth in Section 5 (Landlord Allowance) below, Tenant shall be sole responsible to pay all costs and expenses (collectively, the “Work Costs”) associated with the Initial Tenant Improvements, when and as incurred. Said Work Costs shall include, without limitation, all costs for permits, approvals, authorizations, licenses, inspections, space planners, architects, engineers, contractors, utility connections, labor, materials, bonds, certificates of occupancy, insurance, taxes and any structural or mechanical work, additional HVAC equipment or sprinkler heads, or modifications to any mechanical, electrical, plumbing or other systems and equipment required as a result of the layout, design or construction of Initial Tenant Improvements. In addition, Tenant shall pay Landlord, as Additional Rent, within ten (10) Business Days after being billed therefor any reasonable out-of-pocket costs incurred by Landlord to third-parties (without “mark-up” by Landlord) in connection with Landlord’s review of Tenant’s Plans (as defined in Section 6 herein), for the Initial Tenant Improvements (including without limitation, any architectural or engineering costs. Fire watch costs, if required, to be paid by Tenant. Any costs associated with false alarms to be paid by Tenant.

5. Landlord Allowance.

(a) Prior to commencing construction of the Initial Tenant Alterations, Tenant shall submit to Landlord a complete copy of Tenant’s construction contract which shall identify all Work Costs for the Initial Tenant Improvements as shown on the Tenant’s Plans approved by Landlord (the “Construction Contract”).

(b) Subject to the terms of this Section 5, and provided no Event of Default shall have occurred under the Lease, after the completion of the Initial Tenant Improvements (including the Bathroom work referred to in Section 2(f) above), Landlord shall contribute the

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amount of Thirty Dollars ($30), per rentable square foot of the Premises towards approved costs for the Initial Tenant Improvements (the “Landlord Allowance”), and Landlord shall provide Tenant with an additional allowance of $10,000 (herein referred to as the “Bathroom Allowance”) (collectively, the “Allowances”), for the sole purpose of paying for the work to be completed by Tenant pursuant to Section 2(f) above.

(c) The Allowances, less a 7.5% retainage (which retainage shall be payable as part of the final draw), shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Tenant Improvements, in periodic disbursements [not more often than monthly] within 30 days after receipt of the following documentation from Tenant: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on ALA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Tenant Improvements for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Initial Tenant Improvements; (v) plans and specifications for the Initial Tenant Improvements, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all Laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the Initial Tenant Improvements, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete the Initial Tenant Improvements. Upon completion of the Initial Tenant Improvements, and prior to final disbursement of the Allowances, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien for prior payments, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Initial Tenant Improvements, and (5) the certification of Tenant and its architect that the Initial Tenant Improvements have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable Laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowances more than one time per month. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowances during the continuance of an uncured default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such default is cured.

The payment of the Allowances by Landlord shall constitute a single nonrecurring obligation on the part of Landlord. In the event this Lease is renewed or extended for a further term by agreement or operation of law, Landlord’s obligation to pay Allowances or any part thereof shall not apply to any such renewal or extension.

Tenant acknowledges and agrees that Landlord is merely acting on behalf of Tenant in connection with the disbursement of the Allowances in accordance with the provisions of this Exhibit D to Tenant for the contractors, suppliers and materialmen employed in connection with the Initial Tenant Improvements, and that Landlord shall have no obligation, liability or

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responsibility to any of the contractors, suppliers or materialmen seeking any of the Allowances pursuant to any of the aforesaid contracts or agreements with such contractors, suppliers or materialmen or otherwise, provided that Landlord shall be obligated to disburse such Allowances only as expressly provided by the provisions of this Exhibit D. Nothing contained in this Lease or Exhibit D shall relieve Tenant of any obligations or liabilities to such contractors, suppliers or materialmen under such contracts, agreements or otherwise.

(d) No more than $5.00, per rentable square foot, of the Landlord Allowance (and no portion of the Bathroom Allowance) shall be paid on account of the costs, fees and expenses of Tenant’s space planners, architects and engineers for the Initial Tenant Improvements and Bathroom Work. The Landlord Allowance and Bathroom Allowance may not be used to pay for Tenant’s moving costs, furniture, furnishings, equipment, telecommunications cabling or other equipment, cables and/or conduits, or other associated soft costs. The Landlord Allowance and Bathroom Allowance shall not be applied toward any fees or charges payable to Tenant, directly or indirectly, for Tenant’s (or any affiliate of Tenant’s) overhead, administrative expenses or profit with respect to Initial Tenant Improvements, or any other items which are not customarily and properly considered capitalizable “fit-out” costs. Landlord shall be entitled to any rebate, credit or refund, issued or provided by a utility provider which inures to the benefit of the entire Building, for any items included in Work Costs for which an Landlord Allowance or Bathroom Allowance installment is sought. The Landlord Allowance and Bathroom Allowance shall be funded by Landlord within thirty (30) days after fulfillment of the conditions set forth in subsection (c) above, as determined by Landlord and Landlord’s Mortgagee, in their reasonable judgment. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Tenant Alterations and/or Allowances.

(e) Except to the extent hereafter provided, Tenant shall pay all Work Costs in a timely manner. Tenant shall instruct the Contractor to build the Initial Tenant Improvements, at Tenant’s sole cost. Any delay in or dispute Tenant may have with any contactor or subcontractor shall in no manner excuse Tenant from paying or permit Tenant to delay the payment of any Work Costs if such failure to pay or delay in payment shall in any manner adversely affect Landlord, its lender or either of their interests in the Building or any part thereof. If Tenant does not pay a contractor, subcontractor or materialman as required by this Work Letter and this Lease, Landlord shall have the right, but shall not be obligated (upon five (5) days prior notice to Tenant of Landlord’s intention to do so), to pay to such contractor, subcontractor or materialman all sums so due from Tenant and Landlord thereafter shall have all remedies available to Landlord at law or in equity for collection of all sums so paid by Landlord and due to Landlord from Tenant. In addition, Tenant agrees that the same (to the extent in excess of Landlord’s Allowance and Bathroom Allowance) shall be collectable as Additional Rent pursuant to this Lease and, in default of payment thereof, Landlord shall (in addition to all other remedies) have the same rights as in the event of default of payment of Rent under this Lease.

(f) If the total Work Costs for the Initial Tenant Improvements (as evidenced by Tenant’s Budget, or the Construction Contract) is greater than the Landlord Allowance and Bathroom Allowance (herein referred to as the “Excess Costs”), then Tenant shall pay all Excess Costs prior to Landlord’s disbursement of any of the Landlord Allowance or Bathroom Allowance. If the cost of the design and construction of the Initial Tenant Improvements and Bathroom Work is less than the aggregate Landlord Allowance and Bathroom Allowance, the difference shall be retained by Landlord.

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6. Tenant’s Plans

(a) The Initial Tenant Improvements shall be performed in accordance with the plans and specifications, working drawings and space plans therefor (collectively, the “Tenant’s Plans”), which shall be prepared by licensed and reputable architects, engineers and space planners chosen by Tenant, subject to the prior written approval of Landlord, which approval shall not be unreasonably withheld or delayed. Tenant shall, at Tenant’s expense, submit to Landlord proposed and reasonably detailed Tenant’s Plans, which shall include shop drawings of partition layouts (including openings), ceiling and lighting layouts, colors, mechanical and electrical circuitry plans and any and all other information as may be reasonably necessary for Landlord to evaluate and approve Tenant’s proposed plans for the construction of the Initial Tenant Improvements. All Tenant’s Plans shall comply with and conform with the Building plans filed with the Department of Buildings (which shall either be delivered to Tenant, or made available for Tenant’s review at the Complex) and with all the applicable rules, regulations and/or other requirements of any governmental department having jurisdiction over the construction of the Building and/or Premises in form, quality and quantity acceptable for the purposes of filing for a building permit with the Building Department of the City of Norwalk, and such plans shall be signed and sealed by an architect licensed in the State of Connecticut. Tenant shall prepare drawings in accordance with pre-existing conditions and field measurements which are either provided to Tenant by Landlord, or made available for Tenant’s review at the Complex. The partition layout, and ceiling and lighting layout plans shall be 1’0” = 1/8” scale. Tenant shall submit its proposed Tenant’s Plans to Landlord, conforming with the foregoing requirements, on or before the date which is thirty (30) days after the Lease Commencement Date (the “Plan Submission Date”). Said Tenant’s Plans shall also be prepared in accordance with all applicable Laws, and shall require the use of new, “building standard” materials. If Landlord disapproves Tenant’s Plans, or any portion thereof, Landlord, shall, within ten (10) Business Days after receipt thereof, notify Tenant thereof and of the revisions which Landlord reasonably requires in order to obtain Landlord’s approval. No later than five (5) Business Days thereafter, Tenant shall submit to Landlord revised plans and specifications incorporating the revisions required by Landlord. Said revised plans shall be subject to Landlord’s approval. If Landlord disapproves the revised Tenant’s Plans, Landlord shall so notify Tenant thereof and of the further revisions Landlord reasonably requires in order to obtain Landlord’s approval. The foregoing process shall be repeated until Landlord finally approves all Tenant’s Plans required for the Initial Tenant Improvements. Tenant shall submit final Tenant’s Plans and any other plans required by this Exhibit D to Landlord. Tenant shall submit, with the Norwalk Building Department, a completed application for a Building Permit for the Initial Tenant Improvements as depicted on Landlord’s approved Tenant’s Plans, no later than ten (10) days after Landlord has approved Tenant’s Plans.

(b) [Intentionally Omitted]

(c) Landlord’s review of Tenant’s Plans is solely to protect the interests of Landlord in the Building and the Premises, and Landlord shall be neither the guarantor of, nor

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responsible for, the correctness or accuracy of Tenant’s Plans or the compliance of Tenant’s Plans with the requirements of applicable Laws. Landlord’s approval of Tenant’s Plans does not constitute a representation or warranty that the Initial Tenant Improvements can or will be completed by Tenant on or prior to the Rent Commencement Date.

(d) Change Orders. No material changes, modifications, alterations or additions to the approved Tenant’s Plans and no changes, modifications, alterations or additions which affect Building Systems) shall be made without the prior written approval of Landlord in each instance. Landlord’s approval to any such changes shall not be unreasonably withheld or delayed. Any such change order approval or disapproval shall be given within ten (10) Business Days after receiving the same, with any disapproval reasonably specifying the reasons therefor.

7. Tenant’s Contractor’s; Tenant’s Work Standards.

(a) Tenant, its contractors and subcontractors shall be responsible for compliance with all terms of Exhibit D-1 (Tenant Construction Rules and Regulations) and with all terms of Exhibit E (Building Rules and Regulations). The Initial Tenant Improvements shall be performed by Tenant’s contractor first approved by Landlord, which approval shall not be unreasonably withheld or delayed. Such approved contractor (and all subcontractors) shall be insured as provided in Paragraph 9 of this Exhibit D, and shall work in harmony with any workers at the Building so as to maintain proper labor relations and so as to avoid any work stoppages. Landlord shall also have the right of prior approval of any and all subcontractors used in connection with Initial Tenant Improvements, said approval not to be unreasonably withheld or delayed provided such subcontractors are reputable and likewise insured and bonded, and will not cause a labor dispute involving personnel providing services in the Building pursuant to arrangements made by Landlord. Landlord will give its approval or disapproval of any contractors within five (5) Business Days of receipt of written request of same from Tenant, together with a statement of such contractor’s qualifications. Notwithstanding anything to the contrary contained in this Lease, Tenant shall use sprinkler and alarm contractors designated by Landlord and the Building’s engineer, to the extent any changes to MEP systems are required, so long as their rates are competitive.

(b) Initial Tenant Improvements shall comply with the current design standards, structural and mechanical criteria and the general layout of the Building, as well as any reasonable standards and rules issued by Landlord. Said Initial Tenant Improvements shall be commenced promptly (in no event later than 10 days) after Tenant, at its sole cost and expense, obtains all necessary permits, consents, authorizations, licenses and approvals therefor. Landlord shall reasonably cooperate with Tenant, at Tenant’s expense, in connection with Tenant obtaining the permits, consents, etc., which Tenant is required to obtain hereunder. Initial Tenant Improvements shall be performed diligently until completion, by trained, supervised and adequately staffed personnel and in accordance with the approved Tenant’s Plans and all applicable Laws (including, without limitation, the applicable rules and regulations of any governmental department or bureau having jurisdiction thereover and shall not conflict with, or be in violation or cause any violation of, Landlord’s basic Building plans and/or the construction of the Building, and all the Initial Tenant Improvements shall be performed in a good and workmanlike manner as to workmanship and materials, and so as not to unreasonably interfere

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with any work or construction by Landlord, or the management, operations or occupancies of the Building. All Initial Tenant Improvements shall be completed free of all liens and encumbrances. All permits which may be required by Tenant for the Initial Tenant Improvements shall be procured and paid for by Tenant or, if Landlord shall deem the same advisable, Landlord may procure such permits and Tenant shall pay for the same (subject to reimbursement from the Allowance). No plans and/or specifications required to be filed by Tenant pursuant to any work contemplated to be performed by it within the Premises shall be filed or submitted to any governmental authority having jurisdiction thereover without first having obtained Landlord’s approval of same pursuant to the terms of this Work Letter. Tenant shall obtain Landlord’s prior written approval for any space outside the Premises at or within the Building, which Tenant’s contractors or subcontractors) desires to use for storage, handling or moving of any materials and equipment, as well as the location of any facilities for personnel. Tenant (or its contractors or subcontractors) shall be required to remove from the Premises and the Building and dispose of at least once per week (or more frequently as Landlord may reasonably direct), all debris and rubbish caused by or resulting from Initial Tenant Improvements. Said removal and disposal shall be performed in compliance with all applicable Laws. Upon completion of Initial Tenant Improvements, said contractors and subcontractors shall remove all surplus materials, equipment, debris and rubbish of whatever kind remaining on or at the Building associated with Initial Tenant Improvements. If rubbish, surplus material or temporary structures within one (1) day after notice from Landlord to Tenant, then Landlord may cause the same to be removed at Tenant’s sole cost and expense. Tenant shall, at its sole cost and expense, diligently apply for and obtain any and all building permits and certificates of occupancy with respect to the Initial Tenant Improvements (and provided originals or complete and legible copies thereof to Landlord upon Tenant’s obtaining same).

8. Indemnity. Initial Tenant Improvements shall be performed at Tenant’s sole risk. Tenant hereby agrees to indemnify, defend and hold Landlord (and Landlord’s employees and agents) harmless from and against any and all claims, liabilities, reasonable costs, damages or expenses (including, without limitation, reasonable attorney’s fees and disbursements) arising from, or in connection with, a failure to comply with the Tenant’s obligations under this Exhibit D, or any damage to property, or injury or death to person, or violation of any applicable Laws in connection with the installation, performance or nonperformance of Initial Tenant Improvements, in each case, to the extent not caused by Landlord’s gross negligence. Said indemnity shall take effect upon the date of the execution of the Lease and shall survive the Rent Commencement Date of the Lease.

9. Insurance. Before beginning the Initial Tenant Improvements, Tenant shall pay for and deliver to Landlord policies and certificates of insurance in amounts and with such companies as shall be reasonably satisfactory to Landlord, such as, but not limited to Public Liability, Property Damage and Workmen’s Compensation, to protect Landlord and Tenant during the period of performing the Initial Tenant Improvements. In no event shall the coverage amounts be less than those required in Section 11 of the Lease. Said insurance policies shall name Landlord, Landlord’s designated property manager and any Mortgagee designated by Landlord as additional insured(s) as their interests may appear and such policies shall be continued in effect during the period of the performance of the Initial Tenant Improvements. Certificates or copies of such insurance policies shall be delivered to Landlord before the commencement of Initial Tenant Improvements. Each such policy shall require that the carrier give Landlord at least thirty (30) days’ prior written notice before any cancellation, lapse or change in coverage.

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10. Completion; C/O. Except as otherwise expressly provided in the definition of Rent Commencement Date in the Basic Lease Information, the completion (or non- completion) of Initial Tenant Improvements on the Premises, shall not affect, in any way, the Rent Commencement Date of the Lease or the commencement of Tenant’s obligations for Additional Rent under the Lease. Within twenty (20) days following the completion of the Initial Tenant Improvements, Tenant shall provide Landlord with final “as-built” plans and specifications accurately reflecting all of Initial Tenant Improvements, including, without limitation, any approved change orders thereto. Prior to occupying any of the Premises for the conduct of business, Tenant shall also be responsible for obtaining and delivering to Landlord, at its sole cost and expense, a duly issued, valid, unconditional and permanent certificate of occupancy from the appropriate City of Norwalk authorities confirming that Initial Tenant Improvements have been completed in accordance with the Tenant’s Plans and permitting lawful occupancy of the Premises.

11. Conflicts; Default. Notwithstanding anything to the contrary contained in the Lease, in the event of any express inconsistencies between the Lease and this Exhibit D, this Exhibit D shall govern and control in each instance with respect to the parties’ respective obligations under this Exhibit D. If Tenant shall fail to duly perform any of its obligations required in this Exhibit D, Landlord may, if reasonably necessary, order that all Initial Tenant Improvements be stopped immediately until the condition is cured, without limitation as to Landlord’s other rights and/or remedies under the Lease or at law or in equity. Tenant shall comply promptly with any such stop orders (but Tenant shall comply immediately if Tenant’s failure results in a dangerous condition or a violation of any applicable Law as determined solely, but reasonably, by Landlord). Landlord shall also have the right, upon five (5) days’ notice to Tenant and Tenant’s failure to remedy such condition (except in cases of emergencies, when only immediate notice shall be required) to cure Tenant’s violations of this Exhibit D at Tenant’s sole cost and expense and Tenant shall immediately reimburse Tenant for all costs so incurred as Additional Rent.

12. Access; Inspections. Landlord shall at all times have reasonable access into and about the Premises during the performance of Initial Tenant Improvements for purposes of inspecting same and to monitor compliance with this Exhibit D and for the purpose of completing the Landlord’s Work. Tenant shall regularly and promptly keep Landlord duly apprised of the progress of Initial Tenant Improvements. Subject to the terms of this Exhibit D, Landlord and Tenant shall cooperate with each other (and their respective agents and contractors) reasonably and in good faith in connection with any work being performed by Landlord and Tenant so as not to unreasonably interfere with any other party’s work.

13. Warranties. Tenant shall obtain from its contractors a warranty, for the benefit of Landlord and Tenant, a standard contractor’s warranty warranting that Initial Tenant Improvements shall be free from defects in workmanship, materials and installation for a period of one (1) year following the completion of Initial Tenant Improvements.

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14. Liens. Notice is hereby given that neither Landlord, any Lessor, any ground lessor, nor any Mortgagee of the Premises shall be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s, materialman’s or other lien for such labor or material shall attach to or affect any estate or interest of Landlord, any ground lessor or any mortgagee of the Premises. Subject to the terms of this Lease, Tenant, at its expense, and with diligence and dispatch, shall procure the cancellation or discharge of all notices of violation arising from or otherwise connected with any Initial Tenant Improvements, or any work, labor, services or materials done for or supplied to Tenant, or any person claiming through or under Tenant, which shall be issued by any public authority having or asserting jurisdiction Tenant hereby agrees to defend, indemnify and save harmless Landlord from and against any and all mechanic’s, materialman’s and other liens and encumbrances filed in connection with Initial Tenant Improvements or any work, labor, services or materials done for or supplied to Tenant or any person claiming through or under Tenant, including, without limitation, security interests in any materials, fixtures or articles so installed in and constituting part of the Premises and against all costs, expenses and liabilities incurred in connection with any such lien or encumbrance or any action or proceeding brought thereon.

15. Construction Representatives. Landlord’s and Tenant’s representatives for coordination of construction and approval of change orders will be as follows, provided that either party may change its representative upon written notice to the other:

Landlord’s Representative:
	c/o
	Telephone:
	Facsimile:
Tenant’s Representative:
	c/o
	Telephone:
	Facsimile:

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EXHIBIT D-1

TENANT CONSTRUCTION RULES AND REGULATIONS

1. Tenant and its contractors may construct approved alterations, including the Initial Tenant Improvements only on Monday through Friday, excluding state holidays, during the hours from 8:00 a.m. until 6:00 p.m. Eastern time. All demolition, removals and other categories of work that may inconvenience other tenants or disturb building operations must be scheduled and performed before or after normal working hours, and the property manager for the Building (“Property Manager”) shall be provided with at least twenty-four (24) hours notice (delivered during normal working hours) prior to proceeding with such work.

2. All structural and floor loading requirements shall be subject to the prior approval of the Building’s structural engineer. Approval shall be obtained by Tenant and any fees shall be at Tenant’s sole expense.

3. All mechanical (HVAC, plumbing and sprinkler) and electrical requirements shall be subject to the prior approval of Landlord’s mechanical and electrical engineers. When necessary, Property Manager will require engineering and shop drawings, which drawings must be approved by Property Manager before the work is started. Drawings shall be prepared by Tenant and all approvals shall be obtained by Tenant.

4. If the shutdown of risers and mains for electrical, HVAC, sprinkler and/or plumbing work is required, such work shall be supervised by a representative of Landlord at Tenant’s sole expense at a time approved in advance by Property Manager. All sprinkler shut downs, draining or filling shall be scheduled and coordinated with Landlord’s chief engineer or his delegate no later than 48 hours prior to any such shut down, draining or filling.

5. Tenant’s general contractor is responsible to do all of the following:

(a) Properly supervise construction at the Premises at all times.

(b) Police the work at all times, continually keeping the affected space(s) safe and orderly.

(c) Maintain the cleanliness and protection of all affected areas.

(d) Avoid and prevent the disturbance of other tenants.

6. If Tenant’s general contractor is negligent in any of its responsibilities, Tenant shall be charged for the corrective work done by Landlord’s personnel.

7. No electrical cords are to be stretched across any walkways or public areas in any manner that would cause any safety hazard.

8. Electrical rooms may not be used to store any materials, fixtures, etc.

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10. Brazing, soldering or welding shall be scheduled in advance with Property Manager.

11. Dust shall be kept at a minimum to avoid smoke detector activation.

12. If requested by Tenant, Property Manager shall provide space in the parking lot at a location to be determined by Landlord for a trash and debris bin rented by Tenant during construction of the tenant improvements.

13. Damage to any pre-installed fixtures (e.g., water fountains, sinks, lights, commodes, signage, etc.) shall be repaired at Tenant’s sole expense.

14. Tenant’s general contractor shall coordinate the keying schedule, Tenant’s key requirements and cylinder installation with Landlord’s designated locksmith.

15. Where appropriate, Tenant shall submit to Property Manager a final “as-built” set of drawings showing all items of work in full detail. “As-builts” shall be sepias or vellums.

16. Throughout the construction period and upon conclusion of the work, Tenant’s general contractor shall cause the work areas and all other affected areas to be clean and free of debris.

[See attached]

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EXHIBIT E

BUILDING RULES AND REGULATIONS

The following rules and regulations shall apply to the Premises, the Building, the Building, the Parking Area, and the appurtenances thereto:

1. Sidewalks, doorways, vestibules, halls, stairways, and other similar areas shall not be obstructed by tenants or used by any tenant for purposes other than ingress and egress to and from their respective leased premises and for going from one to another part of the Building.

2. Plumbing, fixtures and appliances shall be used only for the purposes for which designed, and no sweepings, rubbish, rags or other unsuitable material shall be thrown or deposited therein. Damage resulting to any such fixtures or appliances from misuse by a tenant or its agents, employees or invitees, shall be paid by such tenant.

3. No signs, advertisements or notices (other than those that are not visible outside the Premises) shall be painted or affixed on or to any windows or doors or other part of the Building without the prior written consent of Landlord.

4. Landlord shall provide all door locks in the Premises, at Tenant’s cost, and Tenant shall not place any additional door locks in the Premises without Landlord’s prior written consent. Landlord shall furnish to Tenant a reasonable number of keys to the Premises, at Tenant’s cost, and Tenant shall not make duplicates thereof.

5. Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by tenants of any bulky material, merchandise or materials which require use of elevators or stairways, or movement through the Building entrances or lobby shall be conducted under Landlord’s supervision at such times and in such a manner as Landlord may reasonably require. Each tenant assumes all risks of and shall be liable for all damage to articles moved and injury to persons or public engaged or not engaged in such movement, including equipment, property and personnel of Landlord if damaged or injured as a result of acts in connection with carrying out this service for such tenant.

6. Landlord may prescribe weight limitations and determine the locations for safes and other heavy equipment or items, which shall in all cases be placed in the Building so as to distribute weight in a manner acceptable to Landlord which may include the use of such supporting devices as Landlord may require. All damages to the Building caused by the installation or removal of any property of a tenant, or done by a tenant’s property while in the Building, shall be repaired at the expense of such tenant Tenant shall not exceed designated floor, loads in its use of the Premises.

7. Corridor doors, when not in use, shall be kept closed. Nothing shall be swept or thrown into the corridors, halls, elevator shafts or stairways. No birds or animals (other than seeing-eye dogs) shall be brought into or kept in, on or about any tenant’s leased premises. No portion of any tenant’s leased premises shall at any time be used or occupied as sleeping or lodging quarters.

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8. Tenant shall not make or permit any vibration or improper, objectionable or unpleasant noises or odors in the Building or otherwise interfere in any way with other tenants or persons having business with them.

9. No machinery of any kind (other than normal office equipment) shall be operated by any tenant on its leased area without Landlord’s prior written consent, nor shall any tenant use or keep in the Building any flammable or explosive fluid or substance (other than typical office supplies [e.g., photocopier toner] used in compliance with all Laws).

10. Landlord will not be responsible for lost or stolen personal property, money or jewelry from tenant’s leased premises or public or common areas regardless of whether such loss occurs when the area is locked against entry or not.

11. No vending or dispensing machines of any kind may be maintained in the Premises without the prior written permission of Landlord, other than those used for Tenant’s employees.

12. Tenant shall not conduct any activity on or about the Premises or the Building which will draw pickets, demonstrators, or the like.

13. All vehicles are to be currently licensed, in good operating condition, parked for business purposes having to do with Tenant’s business operated in the Premises, parked within designated parking spaces, one vehicle to each space. No vehicle shall be parked as a “billboard” vehicle in the Parking Area. Any vehicle parked improperly may be towed away. Tenant, Tenant’s agents, employees, vendors and customers who do not operate or park their vehicles as required shall subject the vehicle to being towed at the expense of the owner or driver. Landlord may place a “boot” on the vehicle to immobilize it and may levy a charge of $50.00 to remove the “boot.” Tenant shall indemnify, hold and save harmless Landlord of any liability arising from the towing or booting of any vehicles belonging to a Tenant Party.

14. Tenant may not enter into phone rooms, electrical rooms, mechanical rooms, or other service areas of the Building unless accompanied by Landlord or the Building manager.

15. Tenant shall not permit its employees, invitees or guests to smoke in the Premises or the lobbies, passages, corridors, elevators, vending rooms, rest rooms, stairways or any other area shared in common with other tenants in the Building. Nor shall the tenant permit its employees, invitees, or guests to loiter at the Building entrances for the purposes of smoking. Landlord may, but shall not be required to, designate an area for smoking outside the Building.

16. Canvassing, soliciting or peddling in or about the Premises or the Building is prohibited and Tenant shall cooperate to prevent same.

17. Tenant shall not advertise for temporary laborers giving the Premises or the Building as an address, nor pay such laborers at a location in the Premises or the Building.

18. Tenant shall not park trailers or other oversized vehicles on the Property.

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19. Tenant shall not utilize the Premises or the Building for outside storage except with the written consent of Landlord. The prohibition against outside storage includes, but is not limited to, equipment, materials, vehicles, campers, trailers, boats, barrels, pallets, and trash (other than in containers provided by commercial trash collectors which are picked up on a regularly scheduled basis).

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EXHIBIT F

CONFIRMATION OF POSSESSION DATE

                , 200    

Attention:             

Re: Lease Agreement (the “Lease”) dated             , 200    , between                                         , a                                          (“Landlord”), and                                          ,a                                          (“Tenant”). Capitalized terms used herein but not defined shall be given the meanings assigned to them in the Lease.

Ladies and Gentlemen:

1. Condition of Premises. Tenant has accepted possession of the Premises pursuant to the Lease.

2. Commencement Date. The Possession Date of the Lease is             , 200    . The Rent Commencement Date of the Lease is             , 200    .

3. Expiration Date. The Term is scheduled to expire on the last day of the                  ^d full calendar month of the Term, which date is             , 200    .

4. Contact Person. Tenant’s contact person in the Premises is:

Attention:

Telephone:

Facsimile:

5. Binding Effect Governing Law. Except as modified hereby, the Lease shall remain in full effect and this letter shall be binding upon Landlord and Tenant and their respective successors and assigns. If any inconsistency exists or arises between the terms of this letter and the terms of the Lease, the terms of this letter shall prevail. This letter shall be governed by the laws of the state in which the Premises are located.

Please indicate your agreement to the above matters by signing this letter in the space indicated below and returning an executed original to us.

Sincerely,

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[Property Manager]

a

By:

Name:

Title:

Agreed and accepted:

[name of Tenant] ,

                                                 ,

a

By:

Name:

Title:

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EXHIBIT G

FORM OF TENANT ESTOPPEL CERTIFICATE

The undersigned is the Tenant under the Lease (defined below) between                                         , a                                         , as Landlord, and the undersigned as Tenant, for the Premises in the building located at                                         , Connecticut and commonly known as                                         , and hereby certifies as follows:

1. The Lease consists of the original Lease Agreement dated as of July    , 200     between Tenant and Landlord [‘s predecessor-in-interest] and the following amendments or modifications thereto (if none, please state “none”):                    

The Lease is guaranteed by pursuant to a Guaranty dated as of             , 200    .

The documents listed above are herein collectively referred to as the “Lease” and represent the entire agreement between the parties with respect to the Premises. All capitalized terms used herein but not defined shall be given the meaning assigned to them in the Lease.

2. The Lease is in full force and effect and has not been modified, supplemented or amended in any way except as provided in Section 1 above.

3. The Term commenced on             , 200    , and the Term expires, excluding any renewal options, on             , 200    , and Tenant has no option to purchase all or any part of the Premises or the Building or, except as expressly set forth in the Lease, any option to terminate or cancel the Lease.

4. Tenant currently occupies the Premises described in the Lease and Tenant has not transferred, assigned, or sublet any portion of the Premises nor entered into any license or concession agreements with respect thereto except as follows (if none, please state “none”):

5. All monthly installments of Base Rent, all Additional Rent and all monthly installments of estimated Additional Rent have been paid when due through             , 200    . The current monthly installment of Base Rent is $                    .

6. All conditions of the Lease to be performed by Landlord necessary to the enforceability of the Lease have been satisfied and Landlord is not in default thereunder. In addition, Tenant has not delivered any notice to Landlord regarding a default by Landlord thereunder.

7. As of the date hereof, there are no existing defenses or offsets, or, to the undersigned’s knowledge, claims or any basis for a claim, that the undersigned has against Landlord and no Event of Default or default exists, and to the undersigned’s knowledge, no event has occurred and no condition exists, which, with the giving of notice or the passage of time, or both, will constitute a default under the Lease.

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8. No rental has been paid more than 30 days in advance and no security deposit has been delivered to Landlord except as provided in the Lease.

9. If Tenant is a corporation, partnership or other business entity, each individual executing this Estoppel Certificate on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in the state in which the Premises are located and that Tenant has full right and authority to execute and deliver this Estoppel Certificate and that each person signing on behalf of Tenant is authorized to do so.

10. There are no actions pending against Tenant under any bankruptcy or similar laws of the United States or any state.

11. Other than as approved by Landlord in writing and used in compliance with all applicable Laws and incidental to the ordinary course of the use of the Premises, the undersigned has not used or stored any Hazardous Substances in the Premises.

12. All tenant improvement work to be performed by Landlord under the Lease has been completed in accordance with the Lease and has been accepted by the undersigned and all reimbursements and allowances due to the undersigned under the Lease in connection with any tenant improvement work have been paid in full.

Tenant acknowledges that this Estoppel Certificate may be delivered to Landlord, Landlord’s Mortgagee or to a prospective mortgagee or prospective purchaser, and their respective successors and assigns, and acknowledges that Landlord, Landlord’s Mortgagee and/or such prospective mortgagee or prospective purchaser will be relying upon the statements contained herein in disbursing loan advances or making a new loan or acquiring the property of which the Premises are a part and that receipt by it of this certificate is a condition of disbursing loan advances or making such loan or acquiring such property.

Executed as of             , 200    .

TENANT:		,
	a
	By:
	Name:
	Title:

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EXHIBITT H

LETTER OF CREDIT FORM

[Name of Financial Institution]

Irrevocable Standby

Letter of Credit

No.                                       

Issuance Date:                    

Expiration Date:                  

Applicant: Kayak.com

Beneficiary

Jefferson at Maritime, L.P.

c/o JPI

Property Management Office

55 N. Water Street

Norwalk, CT

Attn: Property Manager

Ladies/Gentlemen:

We hereby establish our Irrevocable Standby Letter of Credit in your favor for the account of the above referenced Applicant in the amount of Two Hundred Thirty-Seven Thousand Four Hundred Twelve Dollars and 50 cents($237,412.50) available for payment at sight by your draft drawn on us when accompanied by the following documents:

1. An original copy of this Irrevocable Standby Letter of Credit.

2. Beneficiary’s dated statement purportedly signed by an authorized signatory or agent reading: “This draw in the amount of                      U.S. Dollars ($             ) under your Irrevocable Standby Letter of Credit No.                      represents funds due and owing to us pursuant to the terms of that certain Lease by and between Jefferson at Maritime, L.P., as landlord, and Kayak.com, as tenant, and/or any amendment to the lease or any other agreement between such parties related to the lease.”

It is a condition of this Irrevocable Standby Letter of Credit that it will be considered automatically renewed for a one year period upon the expiration date set forth above and upon each anniversary of such date, unless at least 60 days prior to such expiration date or applicable anniversary thereof, we notify you in writing, by certified mail return receipt requested or by recognized overnight courier service, that we elect not to so renew this Irrevocable Standby Letter of Credit. A copy of any such notice shall also be sent, in the same manner, to: Jefferson

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at Maritime, L.P.                                                                                                       , In addition to the foregoing, we understand and agree that you shall be entitled to draw upon this Irrevocable Standby Letter of Credit in accordance with 1 and 2 above in the event that we elect not to renew this Irrevocable Standby Letter of Credit and, in addition, you provide us with a dated statement purportedly signed by an authorized signatory or agent of Beneficiary stating that the Applicant has failed to provide you with an acceptable substitute irrevocable standby letter of credit in accordance with the terms of the above referenced Lease. We further acknowledge and agree that: (a) upon receipt of the documentation required herein, we will honor your draws against this Irrevocable Standby Letter of Credit without inquiry into the accuracy of Beneficiary’s signed statement and regardless of whether Applicant disputes the content of such statement; (b) this Irrevocable Standby Letter of Credit shall permit partial draws and, in the event you elect to draw upon less than the full stated amount hereof, the stated amount of this Irrevocable Standby Letter of Credit shall be automatically reduced by the amount of such partial draw; and (c) you shall be entitled to transfer your interest in this Irrevocable Standby Letter of Credit from time to time and more than one time without our approval and without charge. In the event of a transfer, we reserve the right to require reasonable evidence of such transfer as a condition to any draw hereunder.

This Irrevocable Standby Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 revision) ICC Publication No. 500.

We hereby engage with you to honor drafts and documents drawn under and in compliance with the terms of this Irrevocable Standby Letter of Credit.

All communications to us with respect to this Irrevocable Standby Letter of Credit must be addressed to our office located at                                                               to the attention of                                                              ,

Very truly yours,

  [name]

[title]

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EXHIBIT I

(CLEANING STANDARDS AND SCHEDULE)

NIGHTLY:                 - Five (5) nights per week. Monday through Friday, excluding Union and/or Legal holidays.

Empty and dust wipe all waste receptacles.

Place waste in [?] and leave in a designated area.

Dust all areas within hand high reach, including window sills, wall ledges, chairs, desks, tables, baseboards, file cabinets, radiators, pictures, and all manner of office furniture.

Damp wipe all glass top desk and tables.

Damp wipe spillage on furniture in lounge and lunchroom areas.

Sweep with treated cloths all composition tile flooring.

Vacuum all carpeted areas and remove spots.

Vacuum rubber mats as necessary.

Remove fingermarks where possible from painted walls, partitions, and doors.

Remove fingermarks from public door and wall surfaces.

NIGHTLY:

All entrance doors to tenants space to be locked and tenant space lights will be shut.

Wash clean all water fountains and coolers, emptying waste water as necessary.

All trash to be compacted.

Lavatories

Wash and dry all bowls, seats, urinals, washbasins, and mirrors.

Wash and dry all metal work.

Empty paper towel and sanitary napkin disposal receptacles and remove to designated areas.

Damp wipe exterior of waste cans and dispensing units.

Sweep and wash floors.

Dust all sills, partitions, and ledges.

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Insert toilet tissue, toweling, sanitary napkins and soap in dispensers.

WEEKLY:

Wash booth partitions in lavatories.

MONTHLY:

Wash tile walls in lavatories.

High dust all walls, ledges, pictures, files, anemostats and registers of office and public areas not reached in normal nightly cleaning.

Dust all lighting fixtures.

Provide complete exterminating service (excluding termites, carpet beetles, bed bugs, fleas, ticks, bees, wasps and hornets.) - after 5:00 P.M. Furnish emergency service during normal business hours at no additional cost.

QUARTERLY:

Shampoo and extract carpets.

Dust all venetian blinds.

Dust all lighting fixtures in office areas.

TWO TIMES PER YEAR:

Clean inside of windows inside.

Clean entrance doors.

ANNUALLY:

Wash all lighting fixtures.

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EXHIBIT J

(FORM OF SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT

AGREEMENT)

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RECORDING REQUESTED BY AND

WHEN RECORDED MAIL TO:

McGuireWoods LLP

101 W. Main Street, Suite 9000

Norfolk, Virginia 23510

Attention:            Karen L. Duncan, Esq.

SPACE ABOVE THIS LINE FOR RECORDER’S USE

SUBORDINATION, NON-DISTURBANCE AND

ATTORNMENT AGREEMENT

THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT, made as of this                 day of            by and between                     , a                     , having an address at                     ,                     ,                     , (“Landlord”),                     , a                    , having an address at                                               (“Tenant”), and THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA, a New York corporation having an address at 7 Hanover Square, New York, New York 10004 (“Lender”) is made with reference to the following:

Lender intends to make a certain loan to Landlord (the “Loan”) to be secured by a first lien on that certain real property (the “Land”) described in Exhibit “A” annexed hereto together with the improvements thereon (collectively the “Property”) which lien shall be perfected by the recordation of a mortgage (such document being referred to hereinafter as the “Security Document”), and

Landlord and Tenant have executed a certain lease dated                    , as amended                      (the “Lease”), pursuant to which Landlord leased a portion of the Property to Tenant (the “Leased Premises”) for a term of                      (                    ) years commencing on the lease commencement date all as more fully described in the Lease; and

Lender is making the Loan to Landlord in reliance, among other things, upon the agreements set forth herein; and

Landlord, Tenant and Lender are willing to agree and covenant that the Lease shall be subject and subordinate to the Security Document as more particularly hereinafter set forth.

NOW THEREFORE, the parties hereto agree as follows:

1. So long as Tenant is not in default under the Lease the right of possession of Tenant to the Leased Premises as provided in the Lease shall not be affected or disturbed by Lender in the exercise of any of its rights under the Security Document or any note secured thereby and any sale of the Property pursuant to the exercise of any rights and remedies under the Security Document or otherwise shall be made subject to Tenant’s right of possession of the Leased Premises under the Lease.

2. If the Property is sold at a foreclosure sale under the Security Document or if the Property is conveyed by deed-in-lieu of foreclosure, Tenant shall attorn to Lender or any purchaser of the Property and, subject to the other provisions of this Agreement, the Lease shall continue, in accordance with its terms, between Tenant and Lender or such purchaser (Lender or such purchaser being hereinafter sometimes called “Successor Landlord”) except that Paragraphs 10 and 11 hereof shall modify the Lease.

3. Successor Landlord shall not be (a) liable for any act or omission of any prior landlord (including Landlord), (b) liable for the return of any security deposit not actually received by Successor Landlord, (c) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord), (d) bound by any advance payment of rent or additional rent made by Tenant to Landlord except for rent or additional rent applicable to the then current month, (e) bound by any amendment or modification of the Lease made without the written consent of Lender, or (f) liable for the performance or payment for any construction for Tenant’s occupancy of the Leased Premises.

4. The Lease shall be subject and subordinate to the terms and conditions of the Security Document and the lien thereof and to all advances made or to be made thereunder, to the lien thereof and to any renewals, extensions, modifications or replacements thereof, including any increases therein or supplements thereto. Tenant further agrees that any conflict between the provisions of the Lease and the provisions of the Security Document, including without limitation, provisions concerning disposition of insurance proceeds and condemnation or eminent domain awards, shall be resolved in favor of the Security Document.

5. The foregoing provisions shall be self operative. Tenant, however, agrees to execute and deliver to Lender, or to any person to whom Tenant herein agrees to attorn, such other instrument as either shall request in order to further confirm the foregoing provisions.

6. Tenant certifies that there are no known defaults on the part of Landlord, that the Lease is a complete statement of the agreement of the parties thereto with respect to the letting of the Leased Premises, that the Lease is in full force and effect and that all conditions to the effectiveness or continuing effectiveness thereof required to be satisfied at the date hereof have been satisfied.

7. Landlord and Tenant will each notify Lender of any default of Tenant or Landlord or any circumstance or other event arising under the Lease which would entitle or permit Landlord or Tenant to cancel the Lease or abate any rent payable thereunder. Tenant further agrees that notwithstanding any provision of the Lease, no notice, cancellation or termination thereof shall be effective unless Lender shall have received such notice and have failed within thirty (30) days after the expiration of the cure period provided to Landlord under the Lease, if any, to cure or commence to cure such default and thereafter diligently prosecute same to completion.

8. Any notice, request, demand, consent, approval or other communication required or desired to be given or delivered under this Agreement or other instrument contemplated hereby shall be in writing, signed by the party giving such notice and shall be given by hand delivery to the other party or parties or addressed to the party or parties for whom it is intended at the address or addresses set forth below and sent by United States certified or registered mail, postage prepaid, return receipt requested or by a nationally recognized overnight courier (but not United Parcel Service) or by facsimile accompanied by (i) a contemporaneous telephone call to the addressees set forth below; and (ii) overnight delivery of such notice, by an approved means described above. Notices sent to Lender shall be handed or addressed to the following persons:

The Guardian Life Insurance Company of America
7 Hanover Square
20th Floor - C
New York, New York 10004
Attention:	Manager
	Mortgage Servicing
	Real Estate Investment
	T: (212)598-1332
	F: (212)919-2690
with a copy of said notice to:
Vice President, Investment and Real Estate Counsel Law Department
at the address immediately above written except to:
23rd Floor - B
T: (212) 598-8792
F: (212)919-2690

and notices sent to Landlord, shall be addressed as follows:

                         ,                           

Attention:                                    

T:                                                 

F:                                                  

and if to be given to Tenant, shall be addressed as follows:

                         ,                           

Attention:                                    

T:                                                 

F:                                                  

The addresses set forth above may be changed by notice given in accordance with the provisions of this Paragraph 8. If notice is given in accordance with the provision of this Paragraph 8, it shall be deemed given upon receipt thereof, upon refusal of the addressee to accept delivery thereof, or upon inability to effect delivery thereof.

9. Notwithstanding anything to the contrary in the Lease, Tenant agrees that notice from Lender shall have the same effect under the Lease as notice to Tenant from the Landlord thereunder and Tenant agrees to be bound by such notice notwithstanding the existence or nonexistence of a default under the Security Document, provided that Landlord shall release Tenant from any liability under the Lease to the extent Tenant complies with Lender’s notice. By executing this Agreement, Landlord agrees that Tenant shall be released from any liability under the Lease to the extent Tenant complies with Lender’s notice.

10. Anything herein or in the Lease to the contrary notwithstanding, in the event that Lender or purchaser shall acquire title to the Property and become a Successor Landlord, such Successor Landlord shall have no obligation, nor incur any liability, beyond Successor Landlord’s then interest, if any, in the Property and Tenant shall look exclusively to such interest, if any, of Successor Landlord in the Property for the payment and discharge of any obligation imposed upon Lender hereunder or upon Successor Landlord under the Lease, and Successor Landlord is hereby released or relieved of any other liability hereunder and under the Lease. Tenant agrees that, with

respect to any money judgment which may be obtained or secured by Tenant against Successor Landlord, Tenant shall look solely to the estate or interest owned by Successor Landlord in the Property, and Tenant will not collect or attempt to collect any such judgment out of any other assets of Successor Landlord.

11. The following provision shall be deemed inserted in the Lease, and shall prevail in the event of any conflicts with other provisions of the Lease:

“Tenant represents, warrants, covenants and agrees that Tenant (A) will not (i) use, introduce or maintain any hazardous or toxic chemical, material, substance or waste (collectively, “Hazardous Material”) in, on, under or about any portion of the Leased Premises or the Property or (ii) conduct any activity or activities in or on the Leased Premises or the Property involving, directly or indirectly, the use, generation, treatment, storage, disposal or release of any Hazardous Materials and (B) shall not be, nor permit the Leased Premises or the Property to be, in violation of any applicable local, state or federal environmental laws, statutes or ordinances (or the rules and regulations promulgated thereunder). Tenant indemnifies Landlord and its lenders and shall hold them harmless from and against any and all loss, cost, damage, liability and expense arising in connection with any breach by Tenant of any of the representations, warranties, covenants and agreements set forth herein. The provisions of this paragraph shall survive the expiration or earlier termination of this Lease.”

12. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns (including any person or entity who or which shall become the owner of the Property by reason of a foreclosure of the Security Document or acceptance of a deed in lieu of foreclosure or otherwise) except that it shall not inure to the benefit of any successor or assign of Landlord or Tenant whose status was acquired in violation of the Security Document, the Lease or this Agreement unless Lender shall, at its option to be exercised in its sole and uncontrolled discretion, notify Landlord or Tenant, as the case may be, in writing to the contrary.

13. This Agreement may be executed by the parties hereto in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement.

14. This Agreement shall be governed by, and construed and interpreted in accordance with the laws of the state in which the Property is located.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

“LANDLORD”

By:

Name:

Title:

State of   County of ) ) ss.: )

On the      day of              in the year 20     before me, the undersigned, a Notary Public in and for said State, personally appeared                                         , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

“TENANT”
By:
	Name:
	Title:

State of   County of ) ) ss.: )

On the      day of              in the year 20     before me, the undersigned, a Notary Public in and for said State, personally appeared                                         , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

“LENDER”
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA, a New York corporation
By:
	Name:
	Title:

State of   County of ) ) ss.: )

On the      day of              in the year 20     before me, the undersigned, a Notary Public in and for said State, personally appeared                                         , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

EXHIBIT A

LEGAL DESCRIPTION OF THE PREMISES

EXHIBIT K

(EXTENSION OPTIONS)

Subject to the terms and conditions of this Exhibit K, Tenant shall have the option to extend the Term of this Lease for two (2) successive extension terms of five (5) years each, with the first such extension term to commence upon the Expiration Date and end on the last day of the month in which occurs the fifth (5^th) anniversary of the Expiration Date of the initial Term (the “First Extension Term”), and the second such extension term, if validly exercised hereunder, to commence on the date immediately succeeding the expiration of the First Extension Term and to end on the last day of the month in which occurs the fifth (5^th) anniversary of the Expiration Date of the First Extension Term (the “Second Extension Term”). Any extension of the Term of this Lease shall be upon all of the terms and conditions of this Lease, except that:

the Base Rent during a First Extension Term shall be One hundred percent (100%) of the fair market rent for the Premises as of the commencement of the First Extension Term (“Fair Market Rent”), which shall mean the rental that Landlord would be able to obtain from a third party desiring to lease the Premises for the Extension Term and shall reflect and give consideration to annual rental rates per rentable square foot, length of lease, construction build-out time (or absence thereof), the age and location of the building, building amenities, signage, the location and floor levels of the premises, services provided, condition of the space, parking rights and obligations, free rent, tenant improvements, tenant allowances or other concessions being offered for comparable space in comparable buildings in Fairfield County, CT, and all other relevant market factors;

the Base Rent during a Second Extension Term shall be One hundred percent (100%) of the Fair Market Rent for the Premises as of the commencement of the Second Extension Term;

With respect to any duly exercised Extension Term, Landlord shall have no obligation to perform any work or alterations to the Premises or the Building, and Landlord shall have no obligation to provide Tenant with any Landlord Allowance, Bathroom Allowance, or other monetary allowance and Rent shall commence as of the commencement date for the applicable Extension Term;

There shall be no right to extend the Term of this Lease for a Second Extension Term unless Tenant extended the Term for a First Extension Term pursuant to this Exhibit K and leased the Premises for the entire First Extension Term pursuant to this Lease; and

There shall be no further option to extend the term of this Lease beyond the expiration of any duly exercised Second Extension Term.

Tenant may only exercise an option to extend the Term of this Lease for an Extension Term with respect to the entire Premises leased to Tenant or a Permitted Transferee immediately prior to the expiration of the preceding Term and then only if Tenant or a Permitted Transferee shall be in occupancy of the entire Premises then leased to Tenant under this Lease immediately prior to the expiration of the preceding Term. The option to extend the

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Term for a First Extension Term may be exercised only by notice of exercise given by Tenant to Landlord at least six (6) months prior to the expiration of the initial Term of the Lease. The option to extend the Term for a Second Extension Term may be exercised only if Tenant provides Landlord with notice of its exercise at least six (6) months prior to the expiration of the First Extension Term. Failure to so exercise within such period shall render any subsequent attempted exercise void and of no effect, any principles of law to the contrary notwithstanding. Tenant may not exercise its options hereunder if: (i) the named Tenant has assigned this Lease to any party other than a Permitted Transferee, or (ii) the named Tenant has subleased all or a portion of the Premises to any party other than a Permitted Transferee. The option to extend the Term of this Lease for an Extension Term may not be exercised if an Event of Default shall have occurred under this Lease, or if this Lease shall not be in force and effect, either at the time of the attempted exercise or at the time of the proposed commencement of the applicable Extension Term.

Landlord shall notify Tenant of its determination of the Fair Market Rent for the Premises for an Extension Term (the “Renewal Rent Notice”) within thirty (30) days after receipt of the Extension Notice. In the event Tenant gives the Extension Notice in accordance with the provisions of Section (b) hereof and Tenant disagrees with the determination of Fair Market Rent set forth in the Renewal Rent Notice, Tenant shall notify Landlord of such fact in writing within fifteen (15) days after receipt of the Renewal Rent Notice, and Landlord and Tenant will, within thirty (30) days after Tenant’s receipt of the Renewal Rent Notice, use reasonable efforts to mutually agree on the Fair Market Rent for the Premises for the Extension Term. If Landlord and Tenant are unable to agree on the Fair Market Rent within such thirty (30) day period as aforesaid then either Landlord or Tenant may initiate the arbitration process (the “Initiating Party”) provided for herein by giving notice to that effect to the other (the “Other Party”), and the Initiating Party shall specify in such notice the name and address of the person designated to act as an arbitrator on its behalf. Within fifteen (15) Business Days after the designation of an arbitrator, the Other Party shall give notice to the Initiating Party specifying the name and address of the person designated to act as an arbitrator on its behalf. If the Other Party fails to notify the Initiating Party of the appointment of its arbitrator within the time above specified, then the determination of the arbitrator designated by the Initiating Party shall be conclusive and binding. The two arbitrators so chosen shall meet within ten (10) Business Days after the second arbitrator is appointed and if, within ten (10) Business Days after the second arbitrator is appointed, the two arbitrators shall not agree, they shall together appoint a third arbitrator. In the event of their being unable to agree upon such appointment within ten (10) Business Days after the appointment of the second arbitrator, the third arbitrator shall be selected by the parties themselves if they can agree thereon within a further period of ten (10) Business Days. If the parties do not so agree, then either party, on behalf of both and on notice to the other, may request such appointment by the American Arbitration Association (or organization successor thereto) in accordance with its rules then prevailing or if the American Arbitration Association (or such successor organization) shall fail to appoint said third arbitrator within ten (10) Business Days after such request is made, then either party may apply, on notice to the other, to the Superior Court for the judicial district of Stamford-Norwalk, Connecticut (or any other court having jurisdiction and exercising functions similar to those now exercised by said Court) for the appointment of such third arbitrator. The following shall apply with regard to the determination of Annual Base Rent for the Extension Term:

Each party shall pay the fees and expenses of the one of the two original arbitrators appointed by or for such party, and the fees and expenses of the third arbitrator and all other expenses (not including the reasonable attorneys’ fees, reasonable witness fees and similar expenses of the parties, which shall be borne separately by each of the parties) of the arbitration shall be borne by the parties equally.

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Except as otherwise expressly set forth, the third arbitrator shall conduct such hearings and investigations as he may deem appropriate and shall, within 30 days after the date of designation of the third arbitrator, choose either Landlord’s determination or Tenant’s arbitrator’s determination, and such choice by the third arbitrator shall be conclusive and binding upon Landlord and Tenant.

Each of the arbitrators selected as herein provided shall have at least ten (10) years experience in the leasing and renting of office space in Fairfield County, Connecticut.

In the event Landlord or Tenant initiates the arbitration process pursuant to Section (c) and as of the commencement date of the Extension Term the amount of the Fair Market Rent has not been determined, Tenant shall pay the amount that Tenant was required to pay in the month immediately preceding such commencement date until such determination has been made and when such determination has been made, it will be retroactive as of the commencement date of the Extension Term and any deficiency shall be paid by Tenant to Landlord within thirty (30) days after the date of such determination with interest thereon at the Prime Rate and any overpayment shall be credited by Landlord to Tenant against the next installment(s) of Annual Base Rent and Additional Rent payable hereunder.

Except as provided in this Exhibit K, Tenant’s occupancy of the Premises during the Extension Term shall be on the same terms and conditions as are in effect immediately prior to the expiration of the initial Term; provided, however, that Landlord shall not be required to renovate the Premises or provide any Allowance therefor, and after any duly exercised Second Extension Term Tenant shall have no further right to extend the term of this Lease pursuant to this Exhibit K.

If Tenant does not send the Extension Notice pursuant to the provisions of Section (b) hereof, this Exhibit K shall have no force and effect and shall be deemed deleted from this Lease.

If this Lease is renewed for the Extension Term, then Landlord or Tenant can request the other party hereto to execute an instrument in form for recording setting forth the exercise of Tenant’s right to extend the term of this Lease.

If Tenant exercises its right to extend the terms of this Lease for the Extension Term, the phrases “the term of this Lease” of “the term hereof” as used in this Lease, shall be construed to include, when practicable, the Extension Term.

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EXHIBIT L

(ROOF SPACE FOR DISH ANTENNA)

Tenant shall have the right to use space on the roof of the Building for the purpose of installing (in accordance with Section 8 and Exhibit D of the Lease), operating and a dish/antenna or other communication device approved by the Landlord (the “Dish/Antenna”). The exact size and location of the space on the roof to be used by Tenant shall be designated by Landlord (the “Roof Space”). Landlord reserves the right to relocate the Roof Space as reasonably necessary during the Term. Landlord’s designation shall take into account Tenant’s use of the Dish/Antenna. Notwithstanding the foregoing, Tenant’s right to install the Dish/Antenna shall be subject to the approval rights of Landlord and Landlord’s architect and/or engineer with respect to the plans and specifications of the Dish/Antenna, the manner in which the Dish/Antenna is attached to the roof of the Building and the manner in which any cables are run to and from the Dish/Antenna. Landlord’s approval with respect to the foregoing shall not be unreasonably withheld. The Dish/Antenna must be tagged with weatherproof labels showing manufacturer, model, frequency range, and name of Tenant. In addition, the cable between the Dish/Antenna and Tenant’s suite must be tagged in the telecom closet on each floor with a label showing Tenant’s name, phone number and suite number. The precise specifications and a general description of the Dish/Antenna along with all documents Landlord reasonably requires to review the installation of the Dish/Antenna (the “Plans and Specifications”) shall be submitted to Landlord for Landlord’s written approval no later than 20 days before Tenant commences to install the Dish/Antenna. Tenant shall be solely responsible for obtaining all necessary governmental and regulatory approvals and for the cost of installing, operating, maintaining and removing the Dish/Antenna. Tenant shall notify Landlord upon completion of the installation of the Dish/Antenna. If Landlord determines that the Dish/Antenna equipment does not comply with the approved Plans and Specifications, that the Building has been damaged during installation of the Dish/Antenna or that the installation was defective, Landlord shall notify Tenant of any noncompliance or detected problems and Tenant shall cure the defects within ten (10) Business Days, provided that if such non-compliance or detected problem creates a dangerous or illegal condition or materially interferes with the use of a dish/antenna by another party, then Tenant shall immediately cure such non-compliance or detected problem. If the Tenant fails to cure the non-compliance or detected problem within the time and manner required, Tenant shall pay to Landlord upon demand the cost, as reasonably determined by Landlord, of correcting any defects and repairing any damage to the Building caused by such installation. If at any time Landlord, in its sole discretion, deems it necessary, Tenant shall provide and install, at Tenant’s sole cost and expense, appropriate aesthetic screening, reasonably satisfactory to Landlord, for the Dish/Antenna (the “Aesthetic Screening”).

Landlord agrees that Tenant, upon reasonable prior written notice to Landlord, shall have access to the roof of the Building and the Roof Space for the purpose of installing, maintaining, repairing and removing the Dish/Antenna, the appurtenances and the Aesthetic Screening, if any, all of which shall be performed by Tenant or Tenant’s authorized representative or contractors, which shall be approved by Landlord, at Tenant’s sole cost and risk. It is agreed, however, that only authorized engineers, employees or properly authorized contractors of Tenant, FCC (defined below) inspectors, or persons under their direct supervision will be permitted to have access to the roof of the Building and the Roof Space.

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Tenant further agrees to exercise firm control over the people requiring access to the roof of the Building and the Roof Space in order to keep to a minimum the number of people having access to the roof of the Building and the Roof Space and the frequency of their visits.

It is further understood and agreed that the installation, maintenance, operation and removal of the Dish/Antenna, the appurtenances and the Aesthetic Screening, if any, is not permitted to damage the Building or the roof thereof, or interfere with the use of the Building and roof by Landlord. Tenant agrees to be responsible for any damage caused to the roof or any other part of the Building, which may be caused by Tenant or any of its agents or representatives.

Tenant agrees to install only equipment of types and frequencies which will not cause unreasonable interference to Landlord or existing tenants of the Building. In the event Tenant’s equipment causes such interference, Tenant will change the frequency on which it transmits and/or receives and take any other steps necessary to eliminate the interference. If said interference cannot be eliminated within a reasonable period of time, in the judgment of Landlord, then Tenant agrees to remove the Dish/Antenna from the Roof Space.

Tenant shall, at its sole cost and expense, and at its sole risk, install, operate and maintain the Dish/Antenna in a good and workmanlike manner, and in compliance with all Building, electric, communication, and safety codes, ordinances, standards, regulations and requirements, now in effect or hereafter promulgated, of the Federal Government, including, without limitation, the Federal Communications Commission (the “FCC”), the Federal Aviation Administration (“FAA”) or any successor agency of either the FCC or FAA having jurisdiction over radio or telecommunications, and of the state, city and county in which the Building is located. Under this Lease, the Landlord and its agents assume no responsibility for the licensing, operation and/or maintenance of Tenant’s equipment. Tenant has the responsibility of carrying out the terms of its FCC license in all respects. The Dish/Antenna shall be connected to Landlord’s power supply in strict compliance with all applicable Building, electrical, fire and safety codes. Neither Landlord nor its agents shall be liable to Tenant for any stoppages or shortages of electrical power furnished to the Dish/Antenna or the Roof Space because of any act, omission or requirement of the public utility serving the Building, or the act or omission of any other tenant, invitee or licensee or their respective agents, employees or contractors, or for any other cause beyond the reasonable control of Landlord, and Tenant shall not be entitled to any rental abatement for any such stoppage or shortage of electrical power. Neither Landlord nor its agents shall have any responsibility or liability for the conduct or safety of any of Tenant’s representatives, repair, maintenance and engineering personnel while in or on any part of the Building or the Roof Space.

The Dish/Antenna, the appurtenances and the Aesthetic Screening, if any, shall remain the personal property of Tenant, and shall be removed by Tenant at its own expense at the expiration or earlier termination of this Lease or Tenant’s right to possession hereunder. Tenant shall repair any damage caused by such removal, including the patching of any holes to match, as closely as possible, the color surrounding the area where the equipment and appurtenances were attached. Tenant agrees to maintain all of the Tenant’s equipment placed on or about the roof or in any other part of the Building in proper operating condition and maintain same in satisfactory condition as to appearance and safety in Landlord’s sole

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discretion. Such maintenance and operation shall be performed in a manner to avoid any interference with any other tenants or Landlord. Tenant agrees that at all times during the Term, it will keep the roof of the Building and the Roof Space free of all trash or waste materials produced by Tenant or Tenant’s agents, employees or contractors.

In light of the specialized nature of the Dish/Antenna, Tenant shall be permitted to utilize the services of its choice for installation, operation, removal and repair of the Dish/Antenna, the appurtenances and the Aesthetic Screening, if any, subject to the reasonable approval of Landlord. Notwithstanding the foregoing, Tenant must provide Landlord with prior written notice of any such installation, removal or repair and coordinate such work with Landlord in order to avoid voiding or otherwise adversely affecting any warranties granted to Landlord with respect to the roof. If necessary, Tenant, at its sole cost and expense, shall retain any contractor having a then existing warranty in effect on the roof to perform such work (to the extent that it involves the roof), or, at Tenant’s option, to perform such work in conjunction with Tenant’s contractor. In the event the Landlord contemplates roof repairs that could affect Tenant’s Dish/Antenna, or which may result in an interruption of the Tenant’s telecommunication service, Landlord shall formally notify Tenant at least 30 days in advance (except in cases of an emergency) prior to the commencement of such contemplated work in order to allow Tenant to make other arrangements for such service.

Tenant shall not allow any provider of telecommunication, video, data or related services (“Communication Services”) to locate any equipment on the roof of the Building or in the Roof Space for any purpose whatsoever, nor may Tenant use the Roof Space and/or Dish/Antenna to provide Communication Services to an unaffiliated tenant, occupant or licensee of another building, or to facilitate the provision of Communication Services on behalf of another Communication Services provider to an unaffiliated tenant, occupant or licensee of the Building or any other building.

Tenant acknowledges that Landlord may at some time establish a standard license agreement (the “License Agreement”) with respect to the use of roof space by tenants of the Building. Tenant, upon request of Landlord, shall enter into such License Agreement with Landlord provided that such agreement does not materially alter the rights or obligations of Tenant hereunder with respect to the Roof Space.

Tenant specifically acknowledges and agrees that the terms and conditions of Article 11 of the Lease (Insurance; Waiver; Subrogation; Indemnity) and Section 8 (Indemnity) of Exhibit D shall apply with full force and effect to the Roof Space and any other portions of the roof accessed or utilized by Tenant, its representatives, agents, employees or contractors.

If an Event of Default occurs or if Tenant defaults under any of the terms and conditions of this Exhibit L, and Tenant fails to cure said default within the time allowed by this Exhibit L (or if no time is specified in this Exhibit L, within the time specified in Section 17 of the Lease), Landlord shall be permitted to exercise all remedies provided under the terms of the Lease, including removing the Dish/Antenna, the appurtenances and the Aesthetic Screening, if any, and restoring the Building and the Roof Space to the condition that existed prior to the installation of the Dish/Antenna the appurtenances and the Aesthetic Screening, if any. If

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Landlord removes the Dish/Antenna, the appurtenances and the Aesthetic Screening, if any, as a result of an uncured Event of Default or uncured default under this Exhibit L, Tenant shall be liable for all costs and expenses Landlord incurs in removing the Dish/Antenna, the appurtenances and the Aesthetic Screening, if any, and repairing any damage to the Building, the roof of the Building and the Roof Space caused by the installation, operation or maintenance of the Dish/Antenna, the appurtenances, and the Aesthetic Screening, if any.

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EX-10.9

Exhibit 10.9

OFFICE LEASE AGREEMENT

BETWEEN

NORMANDY CONCORD ACQUISITION, LLC

(“LANDLORD”)

AND

KAYAK SOFTWARE CORPORATION

(“TENANT”)

TABLE OF CONTENTS

1. Basic Lease Information	1
2. Lease Grant	3
3. Adjustment of Commencement Date; Possession	3
4. Rent	5
5. Compliance with Laws; Use	5
6. Security Deposit	6
7. Building Services	6
8. Leasehold Improvements	8
9. Repairs and Alterations	8
10. Entry by Landlord	9
11. Assignment and Subletting	9
12. Liens	10
13. Indemnity and Waiver of Claims	11
14. Insurance	11
15. Subrogation	12
16. Casualty Damage	12
17. Condemnation	13
18. Events of Default	13
19. Remedies	13
20. Limitation of Liability	14
21. Intentionally Omitted	15
22. Holding Over	15
23. Subordination to Mortgages; Estoppel Certificate	15
24. Notice	15
25. Surrender of Premises	16
26. Miscellaneous	16
27. OFAC Compliance	18
28. Parking	19

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OFFICE LEASE AGREEMENT

THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as September 26, 2008, by and between NORMANDY CONCORD ACQUISITION, LLC, a Delaware limited liability company (“Landlord”) and KAYAK SOFTWARE CORPORATION, a Delaware corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit C-I (Building Standard for Tenant Improvements) Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions) and Exhibit G (Form of Letter of Credit), Exhibit H (Preliminary Plans), and Exhibit I (Specifications).

1. Basic Lease Information.

1.01 “Building” shall mean the building located at and commonly known as 300 and 310 Baker Avenue, Concord, Massachusetts 01742. “Rentable Square Footage of the Building” Is deemed to be 409,260 square feet, using BOMA Modified.

1.02 “Premises” shall mean the area shown on Exhibit A to this Lease. The Premises is located on the third (3^rd) floor and known as suite(s)                     . If the Premises include one or more floors in their entirety, all corridors and restroom facilities located on such full floor(s) shall be considered part of the Premises. The “Rentable Square Footage of the Premises” is deemed to be 14,397 square feet. Landlord and Tenant stipulate and agree that the Rentable Square Footage of the Building and the Rentable Square Footage of the Premises are correct.

1.03 *“Base Rent”:

Period or Months of Term	Annual Rate Per Square Foot	Monthly Base Rent
1-6	*$24.40	*$20,333.33
7-12	$24.40	$29,273.90
13-24	$24.90	$29,873.78
25-36	$25.40	$30,473.65
37-48	$25.90	$31,073.53
49-60	$26.40	$31,673.40
61-72	$26.90	$32,273.28
73-84	$27.40	$32,873.15

*Tenant shall only be obligated to pay Base Rent on 10,000 rentable square feet of the Premises for the initial six (6) months of the Lease Term, and such is reflected in the Monthly Base Rent figures above.

1.04 “Tenant’s Pro Rata Share”: 3.52%. Tenants Pro Rata Share shall be adjusted for changes in the Rentable Square Footage of the Premises and/or the Rentable Square Footage of the Building, including, without limitation, changes which may result from any condemnation or other taking of a portion of the Building.

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1.05 “Base Year” for Taxes: Fiscal Year (defined below) 2009 (i.e., July 1, 2008 to June 30, 2009); Base Year for Expenses (defined in Exhibit B): calendar year 2009.

For purposes hereof, “Fiscal Year” shall mean the Base Year for Taxes and each period of July 1 to June 30 thereafter.

1.06 “Term”: A period of seven (7) years. Subject to Section 3, the Term shall commence on January 1, 2009 (the “Commencement Date”) and, unless terminated early in accordance with this Lease, end on December 31, 2015 (the “Termination Date”).

1.07 Intentionally Omitted.

1.08 “Security Deposit”: $125,493.85, as more fully described in Section 6.

1.09 “Guarantor(s)”: None.

1.10 “Broker(s)”: T3 Realty Advisors, LLC, as Tenant’s broker, and Colliers Meredith & Grew, as Landlord’s Broker

1.11 “Permitted Use”: General office use.

1.12 “Notice Address(es)”:

Landlord:

For all Notices:

Mr. Steve Smith

Normandy Real Estate Management

1776 On the Green

67 Park Place East

Morristown, New Jersey 07960

With a copy to:

Mr. Raymond P. Trevisan

Principal, General Counsel

Normandy Real Estate Partners

1776 On the Green

67 Park Place East, 8^th Floor

Morristown, New Jersey 07960

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With an additional copy to:

Hinckley, Allen & Snyder LLP

28 State Street

Boston, Massachusetts 02109

Attention: Daniel L. Monger

Tenant:

Prior to Commencement Date:

Kayak Software Corporation

27 Ann Street, Suite 300

Norwalk, CT 06854 USA

After the Commencement Date: At the Premises

With a copy (both prior to and after the Commencement Date) to:

Mark McDermott, Esq.

HENSHON PARKER LLP

160 Federal Street, 10th Floor

Boston, MA 02110

1.13 “Business Day(s)” are Monday through Friday of each week, exclusive of New Year’s Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day (“Holidays”). Landlord may designate additional Holidays that are commonly recognized by other office buildings in the area where the Building Is located. “Building Service Hours” are 8:00 A.M. to 6:00 P.M. on Business Days.

1.14 “Landlord Work” means the work, that Landlord is obligated to perform in the Premises pursuant to a separate agreement (the “Work Letter”), attached to this Lease as Exhibit C.

1.15 “Property” means the Building and the parcel(s) of land on which it is located and, at Landlord’s discretion, the parking facilities and other improvements, if any, serving the Building and the parcel(s) of land on which they are located.

2. Lease Grant.

The Premises are hereby leased to Tenant from Landlord, together with the right to use any portions of the Property that are from time to time designated by Landlord for the common use of tenants and others (the “Common Areas”). Nothing contained herein shall affect Landlord’s right to add to, subtract from, or alter the Common Areas, so long as the same does not materially adversely affect Tenant’s access to or use of the Premises.

3. Adjustment of Commencement Date; Possession.

3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the

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Landlord Work Is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in substantially the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has substantially been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises, and a temporary or permanent certificate of occupancy is obtained. If Landlord is delayed in the performance of the Landlord Work or obtaining a certificate of occupancy as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans, Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay. Notwithstanding the foregoing, in the event obtaining a certificate of occupancy is conditioned upon Tenant completing certain work, installing furniture or fixtures or other Tenant controlled work, or other reasons beyond Landlord’s control, then obtaining a certificate of occupancy shall not be a requirement for Landlord’s Work being deemed Substantially Complete provided Landlord has otherwise fulfilled the conditions of Landlord’s Work being deemed to be Substantially Complete as provided in this paragraph. Landlord shall use commercially reasonable efforts, to finish all Landlord’s Work, including any so-called ‘punchlist items’, within 30 days of the Target Commencement Date, subject to extension of time for Force Majeure, Tenant Delays, and subject to the other provisions of this Lease. Nothing herein shall obligate the Tenant to take possession of the Premises before the Target Commencement Date.

Notwithstanding the foregoing, in the event the Landlord Work is not Substantially Complete by February 1st, 2009, then subject the last sentence of this paragraph, Tenant shall be entitled to abate one day of Fixed Rent (commencing on the actual Commencement Date) for each day between February 1st 2009 and the date that Landlord’s Work is Substantially Complete, and if the Landlord’s Work is not substantially complete by March 1, 2009 the Tenant shall have the option of terminating this Lease by providing written notice to the Landlord on or before March 5, 2009, which termination shall be effective as of March 31, 2009 unless Landlord has Substantially Completed the Landlord’s Work on or prior to March 31, 2009 in which case Tenant’s exercise of its termination right shall be null and void and the Lease shall continue in full force and effect. Notwithstanding the foregoing, if: a) this Lease is not executed by Tenant on or prior to Wednesday, September 24, 2008, or b) the Substantial Completion of Landlord’s Work is delayed due to Force Majeure or Tenant Delay, then Tenant shall not be entitled to the foregoing rights to abate Fixed Rent or to terminate the Lease.

3.02 Subject to Landlord’s obligation, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party; provided, however, that Landlord shall use reasonable efforts to obtain possession of the space. If Tenant takes possession of the Premises before the Commencement Date, such possession shall be subject to the

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terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord is deemed to be in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

4. Rent.

4.01 Tenant shall pay Landlord, without any setoff or deduction, unless expressly set forth in this Lease, all Base Rent and Additional Rent due for the Term (collectively referred to as “Rent”). “Additional Rent” means all sums (exclusive of Base Rent) that Tenant is required to pay Landlord under this Lease. Tenant shall pay and be liable for all rental, sales and use taxes (but excluding income taxes), if any, imposed upon or measured by Rent. Base Rent and recurring monthly charges of Additional Rent shall be due and payable in advance on the first day of each calendar month without notice or demand, provided that the installment of Base Rent for the first full calendar month of the Term, and the first monthly installment of Additional Rent for Expenses and Taxes, shall be payable upon the execution of this Lease by Tenant. All other items of Rent shall be due and payable by Tenant on or before 30 days after billing by Landlord. Rent shall be made payable to the entity, and sent to the address, Landlord designates and shall be made by good and sufficient check or by other means acceptable to Landlord. Tenant shall pay Landlord an administration fee equal to 5% of all past due Rent. In addition, past due Rent shall accrue interest at 12% per annum from the due date until actually paid. Landlord’s acceptance of less than the correct amount of Rent shall be considered a payment on account of the earliest Rent due. Rent for any partial month during the Term shall be prorated. No endorsement or statement on a check or letter accompanying payment shall be considered an accord and satisfaction. Tenant’s covenant to pay Rent is independent of every other covenant in this Lease.

4.02 Tenant shall pay Tenant’s Pro Rata Share of Taxes and Expenses in accordance with Exhibit B of this Lease.

5. Compliance with Laws; Use.

The Premises shall be used for the Permitted Use and for no other use whatsoever. Tenant shall comply with all statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity whether in effect now or later, including the Americans with Disabilities Act (“Law(s)”), regarding the operation of Tenant’s business and the use, condition, configuration and occupancy of the Premises. In addition, Tenant shall, at its sole cost and expense, promptly comply with any Laws that relate to the “Base Building” (defined below), but only to the extent such obligations are triggered by Tenant’s use of the Premises, other than for general office use, or Alterations or improvements in the Premises performed or requested by Tenant “Base Building” shall include the structural portions of the Building, the public restrooms and the Building mechanical, electrical and plumbing systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. Tenant shall promptly provide Landlord with copies of any notices it receives regarding an alleged violation of Law. Tenant shall comply with the rules and regulations of the Building attached as Exhibit E and such other reasonable rules and regulations adopted by Landlord from time to time, including rules and regulations for the performance of Alterations (defined in Section 9).

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6. Security Deposit.

The Security Deposit shall be delivered to Landlord upon the execution of this Lease by Tenant and held by Landlord without liability for interest (unless required by Law) as security for the performance of Tenants obligations. The Security Deposit is not an advance payment of Rent or a measure of damages. Landlord may use all or a portion of the Security Deposit to satisfy past due Rent or to cure any Default (defined in Section 18) by Tenant. If Landlord uses any portion of the Security Deposit, Tenant shall, within 5 days after demand, restore the Security Deposit to its original amount. Landlord shall return any unapplied portion of the Security Deposit to Tenant within 45 days after the later to occur of: (a) determination of the final Rent due from Tenant; or (b) the later to occur of the Termination Date or the date Tenant surrenders the Premises to Landlord in compliance with Section 25. Landlord may assign the Security Deposit to a successor or transferee and, following the assignment, Landlord shall have no further liability for the return of the Security Deposit. Landlord shall not be required to keep the Security Deposit separate from its other accounts.

The Security Deposit shall be in the form of an irrevocable letter of credit (the “Letter of Credit”), which Letter of Credit shall: (a) be in the amount set forth in Section 1.08 herein; (b) be issued substantially in the same form attached hereto as Exhibit F; (c) name Landlord as its beneficiary; and (d) be drawn on an FDIC insured financial institution satisfactory to the Landlord. The Letter of Credit (and any renewals or replacements thereof) shall be for a term of not less than 1 year. Tenant agrees that it shall from time to time, as necessary, whether as a result of a draw on the Letter of Credit by Landlord pursuant to the terms hereof or as a result of the expiration of the Letter of Credit then in effect, renew or replace the original and any subsequent Letter of Credit so that a Letter of Credit, in the amount required hereunder, is in effect until a date which is at least 60 days after the Termination Date of the Lease. If Tenant fails to furnish such renewal or replacement at least 60 days prior to the stated expiration date of the Letter of Credit then held by Landlord Landlord may draw upon such Letter of Credit and hold the proceeds thereof (and such proceeds need not be segregated) as a Security Deposit pursuant to the terms of this Section 6. Any renewal or replacement of the original or any subsequent Letter of Credit shall meet the requirements for the original Letter of Credit as set forth above, except that such replacement or renewal shall be issued by a national bank satisfactory to Landlord at the time of the issuance thereof.

If Landlord draws on the Letter of Credit as permitted in this Lease or the Letter of Credit, then, upon demand of Landlord, Tenant shall restore the amount available under the Letter of Credit to its original amount by providing Landlord with an amendment to the Letter of Credit evidencing that the amount available under the Letter of Credit has been restored to its original amount.

Notwithstanding anything herein to the contrary, Tenant shall have the right to reduce the amount of the Security Deposit to $62,746.96 five (5) business days, or any time thereafter, after the Tenant has provided the certified financial statements of Tenant (Kayak Software Corporation) for the years 2008 and 2009 together with an unqualified audit opinion from the Tenant’s independent auditor, Price Waterhouse Coopers are provided to Landlord further provided that Tenant is not in default under this Lease as of the effective date of the reduction of the Security Deposit, Such reduction shall be accomplished by Tenant providing a replacement letter of credit to the Landlord in the reduced amount.

7. Building Services.

7.01 Landlord shall furnish Tenant with the following services: (a) water for use in the Base Building lavatories; (b) customary heat and air conditioning in season during Building Service Hours; provided that Tenant shall have the right to receive HVAC service during hours other than Building

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Service Hours by paying Landlord’s then standard charge for additional HVAC service so long as Tenant requests same by written notice to Landlord not later than 12:00 noon on the Business Day preceding the day of such overtime usage; (c) standard janitorial service on Business Days; (d) Elevator service; (e) Electricity in accordance with the terms and conditions in Section 7.02; and (f) such other services as Landlord reasonably determines are necessary or appropriate for the Property.

Landlord, at Landlord’s expense, shall also provide a listing of Tenant’s corporate name on the building directories and building standard suite entry signage at the entrance to the Premises.

7.02 (a) Electricity shall be distributed to the Premises either by the electric utility company selected by Landlord to provide electricity service for the Building or, at Landlord’s option, by Landlord; and Landlord shall permit Landlord’s wires and conduits, to the extent available, suitable and safely capable, to be used for such distribution. If and so long as Landlord is distributing electricity to the Premises, Tenant shall obtain all of its electricity from Landlord and shall pay all of Landlord’s charges, which charges shall be based, at Landlord’s option, either on meter readings or on Landlord’s reasonable estimate of Tenant’s electrical usage or on Tenant’s pro rata share of all space, Including the Premises, which is commonly metered with the Premises. In calculating such charges, there shall be included all costs to Landlord to obtain electric service to the Building, including all costs of whatever nature Incurred in connection with entering agreements for obtaining such service from utility suppliers. Initially, such charges will be based on Landlord’s estimated cost of $1.75 per annum per rentable square foot of floor area in the Premises. If the electric utility company selected by Landlord to provide electricity service for the Building is distributing electricity to the Premises, Landlord may elect to require Tenant, at its cost, to make all necessary arrangements with such electric utility company for metering and paying for electric current furnished to the Premises. All electricity used during the performance of janitorial service, or the making of any alterations or repairs in or to the Premises, or the operation of any special air conditioning system serving the Premises, shall be paid by Tenant.

Landlord has advised Tenant that presently Concord Municipal/Hess Energy (the “Electric Service Provider”) is the electric utility company selected by Landlord to provide electricity service for the Building. Notwithstanding the foregoing, Landlord reserves the right at any time and from time to time before or during the Term to either contract for electric service from a different company or companies providing electricity service (each such company shall hereinafter be referred to as an “Alternative Service Provider”) or continue to contract for electricity service from the Electric Service Provider. Tenant shall cooperate with Landlord, the Electric Service Provider and any Alternative Service Provider at all times and, as reasonably necessary, shall allow Landlord, the Electric Service Provider and any Alternative Service Provider reasonable access to the Building’s electric lines, feeders, risers, wiring and other machinery within the Premises.

(b) Without the consent of Landlord, Tenant’s use of electrical service shall not exceed, either in voltage, rated capacity, use beyond Building Service Hours or overall load, that which Landlord reasonably deems to be standard for the Building. Landlord shall have the right to measure electrical usage by commonly accepted methods. If it is determined that Tenant is using excess electricity, Tenant shall pay Landlord for the cost of such excess electrical usage as Additional Rent.

7.03 Landlord’s failure to furnish, or any interruption, diminishment or termination of services due to the application of Laws, the failure of any equipment, the performance of repairs, improvements or alterations, utility Interruptions or the occurrence of an event of Force Majeure (defined in Section 26,03) (collectively a “Service Failure”) shall not render Landlord liable to Tenant, constitute a constructive eviction of Tenant, give rise to an abatement of Rent, nor relieve Tenant from the

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obligation to fulfill any covenant or agreement. However, if, as a result of a Service Failure that is reasonably within the control of Landlord to correct, and which is not caused by Tenant its members, principals, partners, officers, directors, employees, agents, or contractors, the Premises are made untenantable for a period in excess of five (5) consecutive Business Days after Tenant notifies Landlord in writing of such failure, then Tenant, as its sole and exclusive remedy, shall be entitled to receive an abatement of Base Rent payable hereunder during the period beginning on the 6^th consecutive Business Day after Tenant so notifies Landlord and ending on the day the service has been restored. If the entire Premises have not been rendered untenantable by the Service Failure, the amount of abatement shall be equitably prorated.

8. Leasehold Improvements.

All Improvements in and to the Premises, including any Alterations (collectively, “Leasehold Improvements”) shall remain upon the Premises at the end of the Term without compensation to Tenant. Landlord, however, by written notice to Tenant at least 30 days prior to the Termination Date, may require Tenant, at its expense, to remove (a) any Cable (defined in Section 9.01) installed by or for the benefit of Tenant, and (b) any Landlord Work or Alterations that, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively referred to as “Required Removables”). Required Removables shall include, without limitation, internal stairways, raised floors, personal restrooms and showers, vaults, rolling file systems and structural alterations and modifications. The designated Required Removables shall be removed by Tenant before the Termination Date. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant falls to perform its obligations in a timely manner, Landlord may perform such work at Tenants expense. Tenant at the time it requests approval for a proposed Alteration, may request in writing that Landlord advise Tenant whether the Alteration or any portion of the Alteration is a Required Removable.

9. Repairs and Alterations.

9.01 Tenant shall periodically inspect the Premises to identify any conditions that are dangerous or in need of maintenance or repair. Tenant shall promptly provide Landlord with notice of any such conditions. Tenant shall, at its sole cost and expense, perform all maintenance and repairs to the Premises that are not Landlords express responsibility under this Lease, and keep the Premises in good condition and repair, reasonable wear and tear excepted. Tenant’s repair and maintenance obligations include, without limitation, repairs to: (a) floor covering; (b) interior partitions: (c) doors: (d) the interior side of demising walls; (e) electronic, phone and data cabling and related equipment that is installed by or for the exclusive benefit of Tenant (collectively, “Cable”); (f) supplemental air conditioning units, kitchens, including hot water heaters, plumbing, and similar facilities exclusively serving Tenant; and (g) Alterations. To the extent Landlord is not reimbursed by insurance proceeds, Tenant shall reimburse Landlord for the cost of repairing damage to the Building caused by the acts of Tenant, Tenant Related Parties and their respective contractors and vendors. If Tenant fails to make any repairs to the Premises for more than 15 days after notice from Landlord (although notice shall not be required in an emergency), Landlord may make the repairs, and Tenant shall pay the reasonable cost of the repairs, together with an administrative charge in an amount equal to 5% of the cost of the repairs.

9.02 Landlord shall keep and maintain in good repair and working order and perform maintenance upon the: (a) structural elements of the Building; (b) mechanical (including HVAC), electrical, plumbing and fire/life safety systems serving the Building in general; (c) Common Areas; (d) roof of the Building; (e) exterior windows of the Building; and (f) elevators serving the Building. Landlord shall promptly make repairs for which Landlord is responsible.

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9.03 Tenant shall not make alterations, repairs, additions or improvements or install any Cable (collectively referred to as “Alterations”) without first obtaining the written consent of Landlord in each instance. However, Landlord’s consent shall not be required for any Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): (a) is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (b) is not visible from the exterior of the Premises or Building; (c) will not affect the Base Building; and (d) does not require work to be performed inside the walls, below the floor, or above the ceiling of the Premises and (e) the cost of such work does not exceed $3,000. Cosmetic Alterations shall be subject to all the other provisions of this Section 9.03. Prior to starting work, Tenant shall furnish Landlord with plans and specifications; names of contractors reasonably acceptable to Landlord (provided that Landlord may designate specific contractors with respect to Base Building); required permits and approvals; evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord and naming Landlord as an additional insured; and any security for performance in amounts reasonably required by Landlord. Changes to the plans and specifications must also be submitted to Landlord for its approval. Alterations shall be constructed in a good and workmanlike manner using materials of a quality reasonably approved by Landlord. Tenant shall reimburse Landlord for any reasonable sums paid by Landlord for third party examination of Tenant’s plans for non-Cosmetic Alterations. In addition, Tenant shall pay Landlord a fee for Landlord’s oversight and coordination of any Alterations other than Cosmetic Alterations equal to 10% of the cost of the Alterations. Upon completion, Tenant shall furnish “as-built” plans for all Alterations other than Cosmetic Alterations, completion affidavits and full and final waivers of lien. Landlord’s approval of an Alteration shall not be deemed a representation by Landlord that the Alteration complies with Law.

10. Entry by Landlord.

Landlord may enter the Premises to inspect, show or dean the Premises or to perform or facilitate the performance of repairs, alterations or additions to the Premises or any portion of the Building. Except in emergencies or to provide Building services, Landlord shall provide Tenant with reasonable prior verbal notice of entry and shall use reasonable efforts to minimize any interference with Tenant’s use of the Premises. If reasonably necessary, Landlord may temporarily close all or a portion of the Premises to perform repairs, alterations and additions. However, except in emergencies, Landlord will not close the Premises if the work can reasonably be completed on weekends and after Building Service Hours. Entry by Landlord shall not constitute a constructive eviction or entitle Tenant to an abatement or reduction of Rent.

11. Assignment and Subletting.

11.01 Except in connection with a Permitted Transfer (defined in Section 11.04), Tenant shall not assign, sublease, transfer or encumber any interest in this Lease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed if Landlord does not exercise its recapture rights under Section 11.02. If the entity which controls the voting shares/rights of Tenant changes at any time, such change of ownership or control shall constitute a Transfer unless Tenant is an entity whose outstanding stock is listed on a recognized securities exchange or if at least 80% of its voting stock is owned by another entity, the voting stock of which is so listed. Any attempted Transfer in violation of this Section is voidable by Landlord. In no event shall any Transfer, including a Permitted Transfer, release or relieve Tenant from any obligation under this Lease.

11.02 Tenant shall provide Landlord with financial statements for the proposed transferee, a fully executed copy of the proposed assignment, sublease or other Transfer documentation and such

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other information as Landlord may reasonably request. Within 15 Business Days after receipt of the required information and documentation, Landlord shall either: (a) consent to the Transfer by execution of a consent agreement in a form reasonably designated by Landlord; (b) reasonably refuse to consent to the Transfer in writing; or (c) recapture the portion of the Premises that Tenant is proposing to Transfer. If Landlord exercises its right to recapture, this Lease shall automatically be amended (or terminated if the entire Premises is being assigned or sublet) to delete the applicable portion of the Premises effective on the proposed effective date of the Transfer. Tenant shall pay Landlord a review fee of $1,500.00 for Landlord’s review of any Permitted Transfer or requested Transfer.

11.03 Tenant shall pay Landlord 50% of all rent and other consideration which Tenant receives as a result of a Transfer that is in excess of the Rent payable to Landlord for the portion of the Premises and Term covered by the Transfer. Tenant shall pay Landlord for Landlord’s share of the excess within 30 days after Tenant’s receipt of the excess. Tenant may deduct from the excess, on a straight-line basis, all reasonable and customary expenses directly incurred by Tenant attributable to the Transfer. If Tenant is in Default, Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in the amount of Tenant’s share of payments received by Landlord.

11.04 Tenant may assign this Lease to a successor to Tenant by purchase, merger, consolidation or reorganization (an “Ownership Change”) or assign this Lease or sublet all or a portion of the Premises to an Affiliate without the consent of Landlord, provided that all of the following conditions are satisfied (a “Permitted Transfer”): (a) Tenant is not in Default; (b) in the event of an Ownership Change, Tenant’s successor shall own substantially all of the assets of Tenant and have a net worth which is at least equal to Tenant’s net worth as of the day prior to the proposed Ownership Change; (c) the Permitted Use does not allow the Premises to be used for retail purposes; and (d) Tenant shall give Landlord written notice at least 15 Business Days prior to the effective date of the Permitted Transfer. Tenant’s notice to Landlord shall include information and documentation evidencing the Permitted Transfer and showing that each of the above conditions has been satisfied. If requested by Landlord, Tenants successor shall sign a commercially reasonable form of assumption agreement. “Affiliate” shall mean an entity controlled by, controlling or under common control with Tenant (for such period of time as such entity continues to be controlled by, controlling or under common control with Tenant, It being agreed that the subsequent sale or transfer of stock resulting in a change in voting control, or any other transaction(s) having the overall effect that such entity ceases to be controlled by, controlling or under common control with Tenant, shall be treated as if such sale or transfer or transaction(s) were, for all purposes, an assignment of this Lease governed by the provisions of this Article 11).

12. Liens.

Tenant shall not permit mechanics’ or other liens to be placed upon the Property, Premises or Tenant’s leasehold interest in connection with any work or service done or purportedly done by or for the benefit of Tenant or its transferees. Tenant shall give Landlord notice at least 15 days prior to the commencement of any work in the Premises to afford Landlord the opportunity, where applicable, to post and record notices of non-responsibility. Tenant, within 10 days of notice from Landlord, shall fully discharge any lien by settlement, by bonding or by insuring over the lien in the manner prescribed by the applicable lien Law, if Tenant fails to do so, Landlord may bond, insure over or otherwise discharge the lien. Tenant shall reimburse Landlord for any amount paid by Landlord, including, without limitation, reasonable attorneys’ fees. Landlord shall have the right to require Tenant to post a performance or payment bond in connection with any work or service done or purportedly done by or for the benefit of Tenant. Tenant acknowledges and agrees that all such work or service is being performed for the sole benefit of Tenant and not for the benefit of Landlord.

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13. Indemnity and Waiver of Claims.

Tenant hereby waives all claims against and releases Landlord and its trustees, members, principals, beneficiaries, partners, officers, directors, employees, Mortgagees (defined in Section 23) and agents (the “Landlord Related Parties”) from all claims for any injury to or death of persons, damage to property or business loss in any manner related to (a) Force Majeure, (b) acts of third parties, (c) the bursting or leaking of any tank, water closet, drain or other pipe provided such was not caused by the gross negligence or willful misconduct of Landlord, (d) the inadequacy or failure of any security services, personnel or equipment, or (e) any matter not within the reasonable control of Landlord. In addition to the foregoing Tenant agrees that Landlord shall have no responsibility or liability whatsoever for any loss or damage, however caused, to furnishings, fixtures, equipment, or other personal property of Tenant or of any persons claiming by, through, or under Tenant. Except to the extent caused by the negligence or willful misconduct of Landlord or any Landlord Related Parties, Tenant shall indemnify, defend and hold Landlord and Landlord Related Parties harmless against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including, without limitation, reasonable attorneys’ fees and other professional fees (if and to the extent permitted by Law) (collectively referred to as “Losses”), which may be imposed upon, incurred by or asserted against Landlord or any of the Landlord Related Parties by any third party and arising out of or in connection with any damage or injury occurring in the Premises or any acts or omissions (including violations of Law) of Tenant, the Tenant Related Parties or any of Tenant’s transferees, contractors or licensees.

14. Insurance.

Tenant shall maintain the following insurance (“Tenant’s Insurance”): (a) Commercial General Liability Insurance applicable to the Premises and its appurtenances including blanket contractual and personal liability, with broad form endorsement - $3,000,000 per occurrence, $3,000,000 In the aggregate; (b) Excess/Umbrella Liability $5,000,000 per occurrence, $5,000,000 in the aggregate (c) Property/Business Interruption Insurance written on an All Risk or Special Perils form, with coverage for broad form water damage including earthquake sprinkler leakage, at replacement cost value and with a replacement cost endorsement covering all of Tenant’s business and trade fixtures, equipment, movable partitions, furniture, merchandise and other personal property within the Premises (“Tenant’s Property”) and any Leasehold Improvements performed by or for the benefit of Tenant (c) Workers’ Compensation Insurance in amounts required by Law; (d) Employers Liability Coverage of at least $500,000.00 per accident per employee; and (e) Automobile/Hired and Owned $1,000,000 combined single limit. Any company writing Tenant’s Insurance shall have an A.M. Best rating of not less than A-VIII. All Commercial General Liability Insurance policies shall name as additional Insureds Landlord, Normandy Real Estate Partners, LLC, Normandy Real Estate Management, LLC, the holder(s) of any mortgage(s) encumbering the Premises, and all of their respective affiliates, members, officers, employees, agents and representatives, managing agents and premises owners, and other designees of Landlord and its successors as the interest of such designees shall appear. All policies of Tenant’s Insurance shall contain endorsements that the insurer(s) shall give Landlord and its designees at least 30 days’ advance written notice of any cancellation, termination, material change or lapse of insurance. Tenant shall provide Landlord with a certificate of insurance evidencing Tenant’s Insurance prior to the earlier to occur of the Commencement Date or the date Tenant is provided with possession of the Premises, and thereafter as necessary to assure that Landlord always has current certificates evidencing Tenant’s Insurance. The certificate of insurance shall name as the certificate holder the following:

Normandy Concord Acquisition, LLC

300 and 310 Baker Avenue

Concord, Massachusetts

c/o Normandy Real Estate Management

400 5th Avenue

Waltham, MA 02451

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So long as the same is available at commercially reasonable rates, Landlord shall maintain so called All Risk property insurance on the Building at replacement cost value as reasonably estimated by Landlord.

15. Subrogation.

Landlord and Tenant hereby waive and shall cause their respective insurance carriers to waive any and all rights of recovery, claims, actions or causes of action against the other for any loss or damage with respect to Tenant’s Property, Leasehold Improvements, the Building, the Premises, or any contents thereof, including rights, claims, actions and causes of action based on negligence, which loss or damage is (or would have been, had the insurance required by this Lease been carried) covered by insurance.

16. Casualty Damage.

16.01 If all or any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises (“Completion Estimate”). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 270 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged and there is less than 2 years of the Term remaining on the date of the Casualty; (2) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building occurs.

16.02 If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for Insurance adjustment or other matters beyond Landlord’s reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant’s Insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant’s insurance carrier, the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord’s commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant’s business resulting in any way from the Casualty or the repair thereof. Provided that Tenant is not in Default, during any period of time that all or a material portion of the Premises is rendered untenantable as a result of a Casualty, the Rent shall abate for the portion of the Premises that is untenantable and not used by Tenant.

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17. Condemnation.

Either party may terminate this Lease if any material part of the Premises is taken or condemned for any public or quasi-public use under Law, by eminent domain or private purchase in lieu thereof (a “Taking”). Landlord shall also have the right to terminate this Lease if there is a Taking of any portion of the Building or Property which would have a material adverse effect on Landlord’s ability to profitably operate the remainder of the Building. The terminating party shall provide written notice of termination to the other party within 45 days after it first receives notice of the Taking. The termination shall be effective on the date the physical taking occurs. If this Lease is not terminated, Base Rent and Tenant’s Pro Rata Share shall be appropriately adjusted to account for any reduction in the square footage of the Building or Premises. All compensation awarded for a Taking shall be the property of Landlord. The right to receive compensation or proceeds are expressly waived by Tenant, however, Tenant may file a separate claim for Tenant’s Property and Tenant’s reasonable relocation expenses, provided the filing of the claim does not diminish the amount of Landlord’s award. If only a part of the Premises is subject to a Taking and this Lease is not terminated, Landlord, with reasonable diligence, will restore the remaining portion of the Premises as nearly as practicable to the condition immediately prior to the Taking.

18. Events of Default

Each of the following occurrences shall be a “Default”: (a) Tenant’s failure to pay any portion of Rent when due, if the failure continues for 5 days alter written notice to Tenant (“Monetary Default”); (b) Tenant’s failure (other than a Monetary Default) to comply with any term, provision, condition or covenant of this Lease, if the failure is not cured within 30 days after written notice to Tenant provided, however, if Tenant’s failure to comply cannot reasonably be cured within 30 days, Tenant shall be allowed additional time (not to exceed 60 days) as Is reasonably necessary to cure the failure so long as Tenant begins the cure within 10 days after such notice to Tenant and diligently pursues the cure to completion; (c) Tenant or any Guarantor becomes insolvent, makes a transfer in fraud of creditors, makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts when due or forfeits or loses its right to conduct business; (d) the leasehold estate is taken by process or operation of Law (e) in the case of any ground floor or retail Tenant, Tenant does not take possession of or abandons or vacates all or any portion of the Premises; or (f) Tenant is in default beyond any notice and cure period under any other lease or agreement with Landlord at the Building or Property. If Landlord provides Tenant with notice of Tenant’s failure to comply with any specific provision of this Lease on 3 separate occasions during any 12 month period, Tenant’s subsequent violation of such provision shall, at Landlord’s option, be an incurable Default by Tenant. All notices sent under this Section shall be in satisfaction of, and not in addition to, notice required by Law.

19. Remedies.

19.01 Upon Default, Landlord shall have the right to pursue any one or more of the following remedies:

(a) Terminate this Lease, in which case Tenant shall immediately surrender the Premises to Landlord. If Tenant fails to surrender the Premises, Landlord, in compliance with Law, may enter upon and take possession of the Premises and remove Tenant, Tenant’s Property and any party occupying the Premises. Tenant shall pay Landlord, on demand, all past due Rent and other losses and damages Landlord suffers as a result of Tenant’s Default, including, without limitation, all Costs of Reletting (defined below) and any deficiency that may arise from reletting or the failure to relet the Premises. “Costs of Reletting” shall include all reasonable costs and expenses incurred by Landlord in reletting or attempting to relet the Premises, including, without limitation, legal fees, brokerage commissions, the cost of alterations and the value of other concessions or allowances granted to a new tenant.

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(b) Terminate Tenant’s right to possession of the Premises and, in compliance with Law, remove Tenant, Tenant’s Property and any parties occupying the Premises. Landlord may (but, except as expressly provided below, shall not be obligated to) relet all or any part of the Premises, without notice to Tenant, for such period of time and on such terms and conditions (which may include concessions, free rent and work allowances) as Landlord in its absolute discretion shall determine. Landlord may collect and receive all rents and other Income from the reletting. Tenant shall pay Landlord on demand all past due Rent, all Costs of Reletting and any deficiency arising from the reletting or failure to relet the Premises. The re-entry or taking of possession of the Premises shall not be construed as an election by Landlord to terminate this Lease. Landlord shall use reasonable efforts to relet the Premises on such terms as Landlord in its sole discretion may determine (including a term different from the Term, rental concessions, and alterations to, and improvement of, the Premises); however, Landlord shall not be obligated to relet the Premises before leasing other portions of the Building. Landlord shall not be liable for, nor shall Tenant’s obligations hereunder be diminished because of, Landlord’s failure to relet the Premises or to collect rent due for such reletting.

19.02 In lieu of calculating damages under Section 19.01, Landlord may elect to receive as damages the sum of (a) all Rent accrued through the date of termination of this Lease or Tenant’s right to possession, and (b) an amount equal to the total Rent that Tenant would have been required to pay for the remainder of the Term discounted to present value, minus the then present fair rental value of the Premises for the remainder of the Term, similarly discounted, after deducting all anticipated Costs of Reletting. If Tenant is in Default of any of its non-monetary obligations under the Lease, Landlord shall have the right to perform such obligations. Tenant shall reimburse Landlord for the cost of such performance upon demand together with an administrative charge equal to 10% of the cost of the work performed by Landlord. The repossession or re-entering of all or any part of the Premises shall not relieve Tenant of its liabilities and obligations under this Lease. No right or remedy of Landlord shall be exclusive of any other right or remedy. Each right and remedy shall be cumulative and in addition to any other right and remedy now or subsequently available to Landlord at Law or in equity.

20. Limitation of Liability.

NOWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) SHALL BE LIMITED TO THE LESSER OF (A) THE INTEREST OF LANDLORD IN THE PROPERTY, OR (B) THE EQUITY INTEREST LANDLORD WOULD HAVE IN THE PROPERTY IF THE PROPERTY WERE ENCUMBERED BY THIRD PARTY DEBT IN AN AMOUNT EQUAL TO 75% OF THE VALUE OF THE PROPERTY. TENANT SHALL LOOK SOLELY TO LANDLORD’S INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT OR AWARD AGAINST LANDLORD OR ANY LANDLORD RELATED PARTY. NEITHER LANDLORD NOR ANY LANDLORD RELATED PARTY SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY, AND IN NO EVENT SHALL LANDLORD OR ANY LANDLORD RELATED PARTY BE LIABLE TO TENANT FOR ANY LOST PROFIT, DAMAGE TO OR LOSS OF BUSINESS OR ANY FORM OF SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGE. BEFORE FILING SUIT FOR AN ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND THE MORTGAGEE(S) WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES (DEFINED IN SECTION 23 BELOW), NOTICE AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL LANDLORD OR ANY MORTGAGEES OR LANDLORD RELATED PARTIES EVER BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OR ANY LOST PROFITS OF TENANT.

LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANTS OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE

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PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED.

21. Intentionally Omitted.

22. Holding Over.

If Tenant fails to surrender all or any part of the Premises at the termination of this Lease, occupancy of the Premises after termination shall be that of a tenancy at sufferance. Tenant’s occupancy shall be subject to all the terms and provisions of this Lease, and Tenant shall pay an amount (on a per month basis without reduction for partial months during the holdover) equal to 150% of the sum of the Base Rent and Additional Rent due for the period immediately preceding the holdover for the first 30 days of any such holdover, and thereafter 200% of the sum of the Base Rent and Additional Rent due for the period immediately preceding the holdover. No holdover by Tenant or payment by Tenant after the termination of this Lease shall be construed to extend the Term or prevent Landlord from immediate recovery of possession of the Premises by summary proceedings or otherwise. If Landlord is unable to deliver possession of the Premises to a new tenant or to perform improvements for a new tenant as a result of Tenant’s holdover and Tenant fails to vacate the Premises within 15 days after notice from Landlord, Tenant shall be liable for all damages that Landlord suffers from the holdover.

23. Subordination to Mortgages; Estoppel Certificate.

Tenant accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising upon the Premises, the Building or the Property, and to renewals, modifications, refinancings and extensions thereof (collectively referred to as a “Mortgage”. The party having the benefit of a Mortgage shall be referred to as a “Mortgagee”). This clause shall be self-operative, but upon request from a Mortgagee, Tenant shall execute a commercially reasonable subordination agreement in favor of the Mortgagee. As an alternative, a Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. Upon request, Tenant, without charge, shall attorn to any successor to Landlord’s interest in this Lease. Landlord and Tenant shall each, within 10 days after receipt of a written request from the other, execute and deliver a commercially reasonable estoppel certificate to those parties as are reasonably requested by the other (including a Mortgagee or prospective purchaser). Without limitation, such estoppel certificate may include a certification as to the status of this Lease, the existence of any defaults and the amount of Rent that is due and payable.

Notwithstanding the foregoing, upon Tenant’s request, Landlord agrees to use commercially reasonable efforts to obtain a subordination, non-disturbance and attornment agreement from Landlord’s current mortgagee on their standard form.

24. Notice.

All demands, approvals, consents or notices (collectively referred to as a “notice”) shall be in writing and delivered by hand or sent by registered or certified mail with return receipt requested or sent by overnight or same day courier service at the party’s respective Notice Address(es) set forth in Section 1. Each notice shall be deemed to have been received on the earlier to occur of actual delivery or the date on which delivery is refused, or, if Tenant has vacated the Premises or any other Notice Address of Tenant without providing a new Notice Address, 3 days after notice is deposited in the U.S. mall or with a courier service in the manner described above. Either party may, at any time, change its Notice Address (other than to a post office box address) by giving the other party written notice of the new address.

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25. Surrender of Premises.

At the termination of this Lease or Tenant’s right of possession, Tenant shall remove Tenant’s Property from the Premises, and quit and surrender the Premises to Landlord, broom clean, and in good order, condition and repair, ordinary wear and tear and damage which Landlord is obligated to repair hereunder excepted. If Tenant fails to remove any of Tenant’s Property within 5 days after termination of this Lease or Tenant’s right to possession, Landlord, at Tenant’s sole cost and expense, shall be entitled (but not obligated) to remove and store Tenant’s Property. Landlord shall not be responsible for the value, preservation or safekeeping of Tenant’s Property. Tenant shall pay Landlord, upon demand, the expenses and storage charges incurred. If Tenant fails to remove Tenant’s Property from the Premises or storage, within 30 days after notice, Landlord may deem all or any part of Tenant’s Property to be abandoned and title to Tenant’s Property shall vest in Landlord.

26. Miscellaneous.

26.01 This Lease shall be interpreted and enforced in accordance with the Laws of the state or commonwealth in Which the Building is located and Landlord and Tenant hereby irrevocably consent to the jurisdiction and proper venue of such state or commonwealth. If any term or provision of this Lease shall to any extent be void or unenforceable, the remainder of this Lease shall not be affected. If there is more than one Tenant or if Tenant is comprised of more than one party or entity, the obligations imposed upon Tenant shall be joint and several obligations of all the parties and entities, and requests or demands from any one person or entity comprising Tenant shall be deemed to have been made by all such persons or entities. Notices to any one person or entity shall be deemed to have been given to all persons and entitles. Tenant represents and warrants to Landlord that each individual executing this Lease on behalf of Tenant is authorized to do so on behalf of Tenant and that Tenant is not, and the entitles or individuals constituting Tenant or which may own or control Tenant or which may be owned or controlled by Tenant are not, among the individuals or entities identified on any list compiled pursuant to Executive Order 13224 for the purpose of identifying suspected terrorists.

26.02 If either party institutes a suit against the other for violation of or to enforce any covenant, term or condition of this Lease, the prevailing party shall be entitled to all of its costs and expenses, including, without limitation, reasonable attorneys’ fees. Landlord and Tenant hereby waive any right to trial by jury in any proceeding based upon a breach of this Lease. Either party’s failure to declare a default immediately upon its occurrence, or delay in taking action for a default, shall not constitute a waiver of the default, nor shall it constitute an estoppel.

26.03 Whenever a period of time is prescribed for the taking of an action by Landlord or Tenant (other than the payment of the Security Deposit or Rent), the period of time for the performance of such action shall be extended by the number of days that the performance is actually delayed due to strikes, acts of God, shortages of labor or materials, war, terrorist acts, civil disturbances and other causes beyond the reasonable control of the performing party (“Force Majeure”).

26.04 Landlord shall have the right to transfer and assign, in whole or in part, all of its rights and obligations under this Lease and in the Building and Property. Upon transfer Landlord shall be released from any further obligations hereunder and Tenant agrees to look solely to the successor in interest of Landlord for the performance of such obligations, provided that, any successor pursuant to a voluntary, third party transfer (but not as part of an involuntary transfer resulting from a foreclosure or deed in lieu thereof) shall have assumed Landlord’s obligations under this Lease.

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26.05 Landlord has delivered a copy of this Lease to Tenant for Tenant’s review only and the delivery of it does not constitute an offer to Tenant or an option. Tenant represents that it has dealt directly with and only with the Broker as a broker in connection with this Lease. Tenant shall indemnify and hold Landlord and the Landlord Related Parties harmless from all claims of any other brokers claiming to have represented Tenant in connection with this Lease. Landlord shall indemnify and hold Tenant and the Tenant Related Parties harmless from all claims of any brokers claiming to have represented Landlord in connection with this Lease.

26.06 Time is of the essence with respect to Tenant’s exercise of any expansion or extension rights granted to Tenant. The expiration of the Term, whether by lapse of time, termination or otherwise, shall not relieve either party of any obligations which accrued prior to or which may continue to accrue after the expiration or termination of this Lease.

26.07 Landlord shall not disturb Tenant’s use of the Premises, subject to the terms of this Lease, provided Tenant pays the Rent and fully performs all of its covenants and agreements. This covenant shall be binding upon Landlord and its successors only during its or their respective periods of ownership of the Building.

26.08 This Lease does not grant any rights to light or air over or about the Building. Landlord excepts and reserves exclusively to itself any and all rights not specifically granted to Tenant under this Lease. This Lease constitutes the entire agreement between the parties and supersedes all prior agreements and understandings related to the Premises, including all lease proposals, letters of intent and other documents. Neither party is relying upon any warranty, statement or representation not contained in this Lease. This Lease may be modified only by a written agreement signed by an authorized representative of Landlord and Tenant.

26.09 Tenant shall not record this Lease or any memorandum or notice without Landlord’s prior written consent; provided, however, Landlord agrees to consent to the recordation or registration of a memorandum or notice of this Lease, at Tenant’s cost and expense (and in a form reasonably satisfactory to Landlord), if the initial term of this Lease or the initial term plus extension terms granted exceed, in the aggregate, 7 years. If this Lease is terminated before the Term expires, upon Landlord’s request the parties shall execute, deliver and record an instrument acknowledging the above and the date of the termination of this Lease, and Tenant appoints Landlord its attorney-in-fact in its name and behalf to execute the instrument if Tenant shall fail to execute and deliver the instrument after Landlord’s request therefor within 10 days.

26.10 Within 15 days after Landlord’s request, Tenant will furnish Tenant’s most recent audited financial statements (including any notes to them) to Landlord, or, if no such audited statements have been prepared, such other financial statements (and notes to them) as may have been prepared by an independent certified public accountant or, failing those, Tenant’s internally prepared financial statements. Notwithstanding the foregoing, Tenant shall have no obligation to provide to Landlord financial statements as provided in the preceding sentence more often than once per year during the Term. Tenant will discuss its financial statements with Landlord and will give Landlord access to Tenant’s books and records in order to enable Landlord to verify the financial statements. Landlord will not disclose any aspect of Tenant’s financial statements that Tenant designates to Landlord as confidential except (1) to Landlord’s lenders or prospective purchasers of the Building, (2) in litigation between Landlord and Tenant, and (3) if required by court order.

26.11 Whenever Tenant requests Landlord to take any action or give any consent required or permitted under this Lease, Tenant will reimburse Landlord for Landlord’s reasonable costs incurred in reviewing the proposed action or consent, including, without limitation, reasonable attorneys, engineers’ or architects’ fees, within 30 days after Landlord’s delivery to Tenant of a statement of such costs. Tenant will be obligated to make such reimbursement without regard to whether Landlord consents to any such proposed action.

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26.12 Tenant and its telecommunications companies, including but not limited to local exchange telecommunications companies and alternative access vendor services companies shall have no right of access to and within the Building, for the installation and operation of telecommunications systems including but not limited to voice, video, data, and any other telecommunications services provided over wire, fiber optic, microwave, wireless, and any other transmission systems, for part or all of Tenant’s telecommunications within the Building and from the Building to any other location without Landlord’s prior written consent. Landlord shall not unreasonably withhold its consent to the installation and operation of such telecommunications systems, telecommunication services and/or transmission systems if located entirely within the Premises; otherwise, Landlord may withhold or delay its consent in its sole discretion.

26.13 Tenant acknowledges that the terms and conditions of this Lease are to remain confidential for Landlord’s benefit, and may not be disclosed by Tenant to anyone, by any manner or means, directly or indirectly, without Landlord’s prior written consent. The consent by Landlord to any disclosures shall not be deemed to be a waiver on the part of Landlord of any prohibition against any future disclosure.

26.14 The term “Hazardous Materials” means any substance, material, or waste which is now or hereafter classified or considered to be hazardous, toxic, or dangerous under any Law relating to pollution or the protection or regulation of human health, natural resources or the environment, or poses or threatens to pose a hazard to the health or safety of persons on the Premises or in the Budding. Tenant shall not use, generate, store, or dispose of, or permit the use, generation, storage or disposal of Hazardous Materials on or about the Premises or the Building except in a manner and quantity necessary for the ordinary performance of Tenant’s business, and then in compliance with all Laws. If Tenant breaches its obligations under this Section 26.15, Landlord may immediately take any and all action reasonably appropriate to remedy the same, including taking all appropriate action to clean up or remediate any contamination resulting from Tenant’s use, generation, storage or disposal of Hazardous Materials. Tenant shall defend, indemnify, and hold harmless Landlord and its representatives and agents from and against any and all claims, demands, liabilities, causes of action, suits, judgments, damages and expenses (including attorneys’ fees and cost of clean up and remediation) arising from Tenant’s failure to comply with the provisions of this Section 26.14. This indemnity provision shall survive termination or expiration of the Lease.

27. OFAC Compliance.

(a) Tenant represents and warrants that (a) Tenant and each person or entity owning an interest in Tenant is (i) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation (collectively, the “List”), and (ii) not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States, (b) none of the funds or other assets of Tenant constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person (as hereinafter defined), (c) no Embargoed Person has any interest of any nature whatsoever in Tenant (whether directly or indirectly), (d) none of the funds of Tenant have been derived from any unlawful activity with the result that the investment in Tenant is prohibited by law or that the Lease is in violation of law, and (e) Tenant has implemented procedures,

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and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. The term “Embargoed Person” means any person, entity or government subject to trade restrictions under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder with the result that the investment in Tenant is prohibited by law or Tenant is in violation of law.

(b) Tenant covenants and agrees (a) to comply with all requirements of law relating to money laundering, anti-terrorism, trade embargoes and economic sanctions, now or hereafter in effect, (b) to immediately notify Landlord in writing if any of the representations, warranties or covenants set forth in this paragraph or the preceding paragraph are no longer true or have been breached or if Tenant has a reasonable basis to believe that they may no longer be true or have been breached. (c) not to use funds from any “Prohibited Person” (as such term is defined in the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) to make any payment due to Landlord under the Lease and (d) at the request of Landlord, to provide such information as may be requested by Landlord to determine Tenant’s compliance with the terms hereof.

(c) Tenant hereby acknowledges and agrees that Tenant’s inclusion on the List at any time during the Lease Term shall be a material default of the Lease. Notwithstanding anything herein to the contrary, Tenant shall not permit the Premises or any portion thereof to be used or occupied by any person or entity on the List or by any Embargoed Person (on a permanent, temporary or transient basis), and any such use or occupancy of the Premises by any such person or entity shall be a material default of the Lease.

28. Parking.

Tenant shall have the right to park in the Building parking facilities in common with other tenants of the Building upon such terms and conditions as are reasonably established by Landlord at any time during the Term,. Tenant agrees not to overburden the parking facilities and agrees to reasonably cooperate with Landlord and other tenants in use of the parking facilities. Landlord reserves the right in its sole, but reasonable, discretion to determine whether the parking facilities are becoming overburdened by any tenant of the Building based on such tenant’s percentage share of the rentable area of the Building. Subject to the absolute right of Tenant to use 3.8 parking spaces in the parking areas on the Property per every 1,000 square feet of Rentable Square Footage of the Premises, Landlord shall have the absolute right (i) to allocate and assign parking spaces among some or all of the tenants of the Building (and Tenant shall comply with any such parking assignments provided the requirements set forth below are satisfied), (ii) to reconfigure the parking area, and (iii) modify the existing ingress to and egress from the parking areas as Landlord shall deem appropriate, as long as access to such areas is maintained after such modification is completed.

Landlord represents and warrants as of the Execution Date of this Lease, there are 3.8 parking spaces in the parking areas on the Lot designated for use by the tenants of the Building for every 1,000 square feet of Rentable Square Footage of the Building, as defined in Section 1.01. Subject to reasonable rules from time to time made by Landlord of which Tenant is given notice, Tenant shall have the right, in common with all other tenants of the Building, to use such parking areas, without charge, on a first-come, first-served basis.

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29. Notice of Lease.

Upon the request of Tenant, Landlord shall execute a notice of lease in recordable form and which is in a form reasonably acceptable to both Landlord and Tenant. Such notice of lease may be recorded by Tenant in the Registry of Deeds for the County in which the Premises is located and Tenant shall bear the cost for any such recording.

Landlord and Tenant have executed this Lease as of the day and year first above written.

WITNESS/ATTEST:		LANDLORD:
/s/ Laura Allen		NORMANDY CONCORD ACQUISITION, LLC, a Delaware limited liability company
Name (print):	Laura Allen	By :	/s/  Raymond P. Trevisan
/s/ William O’Keefe		Name:	Raymond P. Trevisan
Name (print):	William O’Keefe	Title:	Vice President
WITNESS/ATTEST:		TENANT:
		KAYAK SOFTWARE CORPORATION, a Delaware corporation
Name (print):		By:
		Name:
		Title:
Name (print):		Tenant’s Tax ID Number (SSN or FEIN)

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Landlord and Tenant have executed this Lease as of the day and year first above written.

WITNESS/ATTEST:		LANDLORD:
		NORMANDY CONCORD ACQUISITION, LLC, a Delaware limited liability company
Name (print):		By:
		Name:
Name (print):		Title:	Vice President
WITNESS/ATTEST:		TENANT: KAYAK SOFTWARE CORPORATION, a Delaware corporation
/s/ Melissa Fredette		By:	/s/ Paul D. Schvenk,
Name (print):	Melissa Fredette	Name	Paul D. Schvenk, VP Engineering
/s/ Thomas Madigan		Title:	VP Engineering
Name (print):	Thomas Madigan	54 -2139807
		Tenant’s Tax ID Number (SSN or FEIN)

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EXHIBIT A

OUTLINE AND LOCATION OF PREMISES

EXHIBIT B

EXPENSES AND TAXES

This Exhibit is attached to and made a part of the Lease by and between Normandy Concord Acquisitions, LLC, a Delaware limited liability company (“Landlord”) and KAYAK SOFTWARE CORPORATION, a Delaware corporation (the “Tenant” for space in the Building located at 300 Baker Avenue, Concord, Massachusetts 01742.

1. Payments.

1.01. Tenant shall pay Tenant’s Pro Rata Share of the amount, if any, by which Expenses (defined below) for each calendar year during the Term exceed Expenses for the Base Year (the “Expense Excess”) and also the amount, if any, by which Taxes (defined below) for each Fiscal Year during the Term exceed Taxes for the Base Year (the “Tax Excess”). If Expenses or Taxes in any calendar year or Fiscal Year decrease below the amount of Expenses or Taxes for the Base Year, Tenant’s Pro Rata Share of Expenses or Taxes, as the case may be, for that calendar year or Fiscal Year shall be $0. Landlord shall provide Tenant with a good faith estimate of the Expense Excess and of the Tax Excess for each calendar year or Fiscal Year during the Term. On or before the first day of each month, Tenant shall pay to Landlord a monthly installment equal to one-twelfth of Tenant’s Pro Rata Share of Landlord’s estimate of both the Expense Excess and Tax Excess. After its receipt of the revised estimate, Tenant’s monthly payments shall be based upon the revised estimate. If Landlord does not provide Tenant with an estimate of the Expense Excess or the Tax Excess by January 1 of a calendar year, Tenant shall continue to pay monthly installments based on the previous year’s estimate(s) until Landlord provides Tenant with the new estimate.

1.02. As soon as is practical following the end of each calendar year or Fiscal Year, as the case may be, Landlord shall furnish Tenant with a statement of the actual Expenses and Expense Excess and the actual Taxes and Tax Excess for the prior calendar year or Fiscal Year, as the case may be. If the estimated Expense Excess or estimated Tax Excess for the prior calendar year or Fiscal Year, as the case may be, is more than the actual Expense Excess or actual Tax Excess for the prior calendar year or Fiscal Year, as the case may be, Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due, provided if the Term expires before the determination of the overpayment, Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess or estimated Tax Excess for the prior calendar year or Fiscal Year, as the case may be, is less than the actual Expense Excess or actual Tax Excess, for such prior calendar year or Fiscal year, as the case may be, for such prior year, Tenant shall pay Landlord, within 30 days after its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year.

2. Expenses.

2.01. “Expenses” means all costs and expenses incurred in each calendar year in connection with operating, maintaining, repairing, and managing the Building and the Property. Expenses include, without limitation: (a) all labor and labor related costs; (b) management fees; (C) the cost of equipping, staffing and operating an on-site and/or off-site management office for the Building, provided if the management office services one or more other buildings or properties, the shared costs and expenses of equipping, staffing and operating such

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management office(s) shall be equitably prorated and apportioned between the Building and the other buildings or properties; (d) accounting costs; (e) the cost of services; (f) rental and purchase cost of parts, supplies, tools and equipment; (g) insurance premiums and deductibles; (h) electricity (not otherwise apportioned in the Lease), gas and other utility costs; and (i) the amortized cost of capital improvements (as distinguished from replacement parts or components installed in the ordinary course of business) made subsequent to the Base Year which are: (1) performed primarily to reduce current or future operating expense costs, upgrade Building security or otherwise improve the operating efficiency of the Property; or (2) required to comply with any Laws that are enacted, or first interpreted to apply to the Property, after the date of this Lease. The cost of capital improvements shall be amortized by Landlord over the lesser of the Payback Period (defined below) or the useful life of the capital improvement as reasonably determined by Landlord. Payback Period means the reasonably estimated period of time that it takes for the cost savings resulting from a capital improvement to equal the total cost of the capital improvement. Landlord, by itself or through an affiliate, shall have the right to directly perform, provide and be compensated for any services under this Lease. If Landlord incurs Expenses for the Building or Property together with one or more other buildings or properties, whether pursuant to a reciprocal easement agreement, common area agreement or otherwise, the shared costs and expenses shall be equitably prorated and apportioned between the Building and property and the other buildings or properties.

2.02. Expenses shall not include: the cost of capital improvements (except as set forth above); depreciation; principal payments of mortgage and other non-operating debts of Landlord; the cost of repairs or other work to the extent Landlord is reimbursed by insurance or condemnation proceeds; costs in connection with leasing space In the Building, including brokerage commissions; lease concessions, rental abatements and construction allowances granted to specific tenants; costs incurred in connection with the sale, financing or refinancing of the Building; fines, interest and penalties incurred due to the late payment of Taxes or Expenses: organizational expenses associated with the creation and operation of the entity which constitutes Landlord; or any penalties or damages that Landlord pays to Tenant under this Lease or to other tenants in the Building under their respective leases.

2.03. If at any time during a calendar year the Building is not at least 95% occupied or Landlord is not supplying services to at least 95% of the total Rentable Square Footage of the Building, Expenses shall, at Landlord’s option, be determined as if the Building had been 95% occupied and Landlord had been supplying services to 95% of the Rentable Square Footage of the Building. If Expenses for a calendar year are determined as provided in the prior sentence, Expenses for the Base Year shall also be determined in such manner. Notwithstanding the foregoing, Landlord may calculate the extrapolation of Expenses under this Section based on 100% occupancy and service so long as such percentage is used consistently for each year of the Term. The extrapolation of Expenses under this Section shall be performed in accordance with the methodology specified by the Building Owners and Managers Association.

3.      “Taxes” shall mean: (a) all real property taxes and other assessments on the Building and/or Property, including, but not limited to, gross receipts taxes, assessments for special improvement districts and building improvement districts, governmental charges, fees and assessments for police, fire, traffic mitigation or other governmental service of purported benefit to the Property, taxes and assessments levied in substitution or supplementation in whole or in part of any such taxes and assessments and the Property’s share of any real estate taxes and assessments under any reciprocal easement agreement, common area agreement or similar agreement as to the Property; (b) all personal property taxes for property that is owned by Landlord and used in connection with the operation, maintenance and repair of the Property;

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and (C) all costs and fees incurred in connection with seeking reductions in any tax liabilities described in (a) and (b), including, without limitation, any costs incurred by Landlord for compliance, review and appeal of tax liabilities. Without limitation, Taxes shall not include any income, capital levy, transfer, capital stock, gift, estate or inheritance tax. If a change in Taxes is obtained for any year of the Term during which Tenant paid Tenant’s Pro Rata Share of any Tax Excess, then Taxes for that year will be retroactively adjusted and Landlord shall provide Tenant with a credit, if any, based on the adjustment. Likewise, if a change is obtained for Taxes for the Base Year, Taxes for the Base Year shall be restated and the Tax Excess for all subsequent years shall be recomputed. Tenant shall pay Landlord the amount of Tenant’s Pro Rata Share of any such increase in the Tax Excess within 30 days after Tenant’s receipt of a statement from Landlord.

4.      Audit Rights. Tenant, within 60 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building. Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

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EXHIBIT C

WORK LETTER

This Exhibit is attached to and made a part of the Lease by and between Normandy Concord Acquisitions, LLC, a Delaware limited liability company (“Landlord”) and Kayak Software Corporation, a Delaware corporation (the “Tenant”). for space in the Building located at 300 Baker Avenue, Concord, Massachusetts 01742.

Section 1. The provisions of this Exhibit shall have the same force and effect as if this Exhibit were a numbered Article of the Lease.

Section 2. Landlord, at its sole cost and expense, shall perform the work to the Premises as shown on the Plans, as defined below (the “Landlord’s Work”) in accordance with the Building Standard Construction Materials which are attached to this Lease as Exhibit C-1 or in accordance with the provisions of Exhibit H and Exhibit I as agreed to between the parties, when in conflict with the provisions of Exhibit C-1, the provisions of Exhibit H and Exhibit I shall be paramount. As part of Landlord’s Work, Landlord shall obtain a permanent or temporary certificate of occupancy for the Premises. Landlord’s Work shall be performed at Landlord’s sole cost and expense, and shall be promptly completed in a good and workmanlike manner and in compliance with all applicable laws and regulations and free of violations and Hazardous Materials.

Section 3. Tennant has caused Andrew Cohen Architects (the “Architect”) to prepare preliminary space plans for the Premises dated July 11, 2008 which are attached hereto as Exhibit H, and specifications which are attached hereto as Exhibit I, both of which have been approved by both Landlord and Tenant (together the “Preliminary Plans”). Tenant shall cause Architect to prepare working plans and specifications consistent with the Preliminary Plans and shall deliver same to Landlord no later than seven (7) Business Days following the execution of this Lease. Landlord shall have five (5) Business Days to notify Tenant of any inconsistencies between the Preliminary Plans and the working plans and specifications delivered to Landlord (the final working plans and specifications with Landlord’s comments, if any, are hereinafter referred to as the “Construction Drawings”; the Preliminary Plans and the Construction Drawings are collectively referred to herein as the “Plans”). Landlord shall pay the reasonable and competitive costs for the Architect’s and engineers (if necessary) preparation of the working plans and specifications based on the Preliminary Plans, which total costs are agreed to be $3.32 per rentable square foot of the Premises.

Section 4.1.

      (a) In the event Tenant desires any changes to the Plans, Tenant shall submit to Landlord proposed changes to the Plans. Within five (5) business days after receipt of any proposed changes from Tenant, Landlord shall approve or reject same and if rejecting same, shall state the reasons for such rejection. Landlord shall, upon granting of any approval, notify Tenant of the amount of additional cost arising therefrom, if any, which shall include but not be limited to Landlord’s designated contractor’s profit overhead (“Additional Construction Cost”), which Tenant shall pay to Landlord upon demand, and the amount of additional time

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required by Landlord to implement and complete said changes and such additional time, if any, is to be accounted for as a Tenant Delay as defined in Section 4.2 (a). Tenant reserves the right to approve the undertaking of such subcontractor work within five (5) business days of the date Landlord provides Tenant with the additional cost thereof. If Tenant fails to notify Landlord in writing that Tenant does not approve such contractor work. Tenant shall be deemed to have approved same. Any failure by Tenant to approve such subcontractor work may result in a Tenant Delay as defined in Section 4.2 herein. In the event of a rejection by Landlord of any proposed changes, Tenant may revise such changes and re-submit them pursuant hereto. No plans submitted to Landlord shall be considered to be part of the Plans unless they are submitted to Landlord signed and sealed and in proper and sufficient form for Landlord to obtain all necessary permits and approvals to construct the Premises in accordance with such plans. All change order requests and information pertaining thereto shall be conveyed to Landlord by Thomas White of Andrew Cohen Architects, Tenant’s designated representative in this regard.

      (b) In the event Tenant desires any change in the Plans, Tenant shall submit to Landlord together with the proposed changes, instructions to Landlord as to whether to cease work or cease any segment of work while the change is in the approval process (in which case the delay shall be a Tenant Delay as defined hereunder to the extent same actually causes a delay in the completion of Landlord’s Work) or whether Landlord should continue constructing the Premises in accordance with the Plans notwithstanding the proposed changes thereto. In the event no such instructions are given, Landlord shall continue constructing the Premises in accordance with the Plans without regard to the proposed changes thereto. If Landlord has stopped work, or some segment thereof at Tenant’s request, Landlord shall not recommence same until Landlord receives written instructions from Tenant authorizing the recommencement of such work. Such time period shall be accounted for as a Tenant Delay as defined in Section 4.2(a) hereof to the extent same actually causes a delay in the completion of Landlord’s Work. Upon the granting of any approval, Landlord shall notify Tenant of Landlord’s estimate of the delay in completion that will be caused by such proposed revision of the Plans. In the event of a rejection by Landlord of a proposed revision, Tenant may make changes to the proposed revision and resubmit it pursuant hereto. Upon receiving Landlord’s approval to any revision, Tenant shall, as soon thereafter as practicable, but in no event in excess of five (5) business days, and understanding that any delay in responding may cause delays in completion substantially greater than the estimate given by Landlord, authorize the work that Tenant desires by approving in writing the work and the cost thereof, and submitting to Landlord signed and sealed, revised Plans sufficient for Landlord to obtain all necessary permits and approvals to construct the Premises in accordance with such revised plans. Upon the submission of such revised plans, such revised plans shall become the Plans hereunder. Any delay in completion caused by the revision to the Plans, whether greater or less than Landlord’s estimate, shall be a Tenant Delay (as hereinafter defined) to the extent same actually causes a delay in the completion of Landlord’s Work.

Section 4.2.

      (a) If: (1) a delay shall occur in the completion of the Premises In accordance with the Plans or any revised Plans by the Landlord as the result of: (i) any direction by Tenant that the Landlord delay proceeding with the work or any segment of the work in anticipation of a possible revision to the Plans by Tenant or for any other reason, (ii) any revision to the Plans authorized by Tenant, or (iii) any other act or omission of Tenant, its agents, employees or

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contractors (any of such events being a “Tenant Delay”), then (2); the Commencement Date shall, be deemed to be one day earlier than provided for in paragraph 5(A) of the Reference Page of the Lease, for each day of such Tenant Delay to the extent same actually causes a delay in the completion of Landlord’s Work.

      (b) The extent of any Tenant Delay shall be determined in the following manner: Landlord shall notify Tenant of the estimated length of the Tenant Delay involved as soon as practicable after the information necessary to estimate such Tenant Delay is available (which notice shall include the basis for the Landlord’s estimate) and, as Landlord obtains the information to calculate the actual Tenant Delay, Landlord shall so notify Tenant, providing it with the basis used in calculating such Tenant Delay. Tenant shall have the right to dispute Landlord’s calculation of Tenant Delay, and if Landlord and Tenant shall be unable to reach an agreement with respect to Tenant Delay, then Tenant or Landlord shall have the right to submit such dispute to expedited arbitration.

Section 5.

      (a) Tenant hereby advises Landlord that Tenant desires to install wiring for its telephone, computer and data systems and for inspecting and measuring the Premises in connection with the preparation of the Construction Drawings (said work being hereinafter collectively referred to as “Tenant’s Work”) prior to the occurrence of the Commencement Date. Landlord agrees to give Tenant access to the Premises upon full execution of this Lease for the purposes of constructing Tenants Work, subject, however, to the terms and conditions of this Paragraph 5.

      (b) Tenant acknowledges and agrees that such access shall be in accordance with all other terms and conditions of this Lease, except for those provisions relating to the payment of the Base Rent and the Additional Rent.

      (c) Prior to commencing any of Tenant’s Work, Tenant shall notify Landlord in writing of the names of the contractor or contractors who are to perform Tenant’s Work, and Tenant shall furnish to Landlord such other information as Landlord may reasonably request. Tenant agrees that if requested by Landlord its contractor or contractors shall not be labor union members. Tenant agrees further that (x) Tenant’s contractors shall perform Tenant’s Work during such times as Landlord shall reasonably determine, (y) Tenant’s work shall be coordinated with the performance of Landlord’s Work and (iii) Tenant’s Work shall not damage, delay or interfere with the prosecution or completion of Landlord’s Work. In the event Tenant’s contractor or contractors do not work in harmony with, or interfere with, labor employed by Landlord or by Landlord’s contractors in connection with Landlord’s Work, or in the event of the occurrence of any work stoppage, strike or other labor dispute on the Property arising out of or in connection with Tenant’s contractor or contractors, then Landlord shall have the right to require Tenant to remove or to cause the removal of those contractors designated by Landlord. If the designated contractors are not removed immediately, and such failure causes a delay in the construction of Landlord’s Work, then Landlord’s Work shall be deemed completed on the date it would have been completed but for the delays caused by Tenant.

      (d) Notwithstanding anything to the contrary contained in this Lease,

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Landlord shall not be liable for any injury, loss or damage which may occur to any of Tenant’s Work or to any fixtures, equipment or other property installed by Tenant in connection with Tenant’s Work. Tenant’s Work and such items shall be installed and/or placed in or about the Premises solely at Tenant’s risk.

      (e) Prior to entering upon the Premises, Tenant shall submit proof to Landlord’s reasonable satisfaction that Tenant has in full force and effect the insurances required under Paragraph 14.

      (f) Except for Tenant’s Work, Tenant shall not be permitted to do any other work in the Premises prior to the Commencement Date without Landlord’s prior written consent, which consent shall be at Landlord’s sole discretion.

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EXHIBIT C-1

BUILDING STANDARD

FOR TENANT IMPROVEMENTS

GENERAL REQUIREMENTS

ADA:	All architectural and engineering designs will conform to the requirements of ADA (Americans with Disabilities Act) and MAAB (Massachusetts Architectural Access Board). All new construction and renovations shall comply with the MAAB.
Building Codes:	All new construction and renovations shall be built in full compliance with city regulations and state building codes.
Substitutions:	The information given here and the manufacturers listed are intended to provide minimum quality levels for construction standards. Substitutions will be entertained but must be approved in writing by the owner’s agent.
Design Submissions:	All Tenant designs will be submitted to the Building Owner for review and approval. Building Owner shall approve in writing or identify items that are not acceptable within two weeks after the submissions of Tenant Drawings.
New Build-outs:	Where all of (or a major portion of) an existing space is to be renovated, the new build-out shall conform to the new building standards, unless otherwise determined by the Building Owner.
Reuse/Existing Conditions:	Where minor improvements are planned to modify an existing space, the existing condition shall prevail as the standard, unless otherwise determined by the Building Owner.
DOORS, FRAMES & HARDWARE
Tenant Entry:	Stile and rail cherry door with custom stain finish and 4” x 30” glass inset. Doors shall be 1  3/4’ x 3’-0” x 8’-0” with integrated glass sidelight.
Exit Door:	Shall be a solid core wood door with premium select cherry veneer with a custom stain finish. Door shall be 1  3/4” x 3’-0” x 8’ x 0”.
Standard Interior Door:	Shall be a solid core wood door with premium select cherry veneer with custom stain finish. Door shall be 1  3/4” x 3’-0” x 7’ -- 0”.

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Entry Door Frame:	1  1/2” hollow metal frame.
Exit Door Frame:	1  1/2” hollow metal frame.
Entry & Exit Hardware:	Entry and exit doors shall be secured by full mortise, lever locksets. These locksets shall be by Schlage Model # L9010, finish 626. The door shall have a surface mounted closer with a matching cover. Ball bearing hinges, floor stops, and silencers will be provided. All exposed metal shall be brushed stainless steel. Use existing where applicable.
Interior Door Hardware:	Brushed stainless Yale hardware.
PARTITIONS
Demising Partition:	All partitions shall be framed with 2  1/2”, 20 gauge metal studs on 16” centers. The partitions shall be insulated and have two layers of 5/8” thick type “x” gypsum wallboard each side, taped and floated. The partition shall extend from the floor to the deck above and shall be sealed.
Typical Partition:	All partitions shall be framed with 2  1/2”, 20 gauge metal studs on 16” centers. The partitions shall be insulated and have two layers of 5/8” thick type “x” gypsum wallboard each side, taped and floated. The partition shall extend to 6” above the finished ceiling.
CEILINGS
Acoustical Tile:	2’ x 2’ x  3/4” Class A mineral fiber ceiling panel with beveled edge, .60-.65 NRC, .35 CAC, .80-.85 light reflectancy and sag resistance.
Standard:	Armstrong # 1912-Ultima 2’ x 2’ or equivalent as approved by Building Owner.
Suspension Grid:	2’ x 2’ Ceiling Grid: 9/16” flat grid, white baked polyester finish.
Match Reused Ceiling:	Ceiling materials and profile shall match the predominant style within the space.
Supply Diffuser:	White 2’x2’.
ELECTRICAL
Fluorescent Lights:	General lighting shall be 2’ x 2’ recessed 9 cell parabolic fixtures.

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	Manufacturer: Lightolier; Style: Paralyte 2424-series 2x2; Model #: PLA2G9LP32U; or equal.
Additional Lighting:	Tenant may propose additional accent lighting. This will be reviewed by Building Owner.
Existing Fixtures:	Other light fixtures may be reused if approved by Building Owner. Where fixtures are being reused, they shall be cleaned and re-lamped.
Emergency Lights:	Wall pack white Prescolite Model EMAX 120/277 battery backup or equal
Exit Signs:	Prescolite LEP Series recessed ceiling emergency edge-lit LED exit light
Switches, Outlets, Etc.:	All switches and devices shall be white and meet electrical and lighting codes
Smoke Detectors:	Smoke detectors shall be installed where required by code or at the direction of the building department and/or fire department. The devices shall be compatible with and properly installed and connected to the fire command center and existing building systems.
Fire Alarm Enunciators/	Fire alarm speaker/strobes shall be installed where required Strobes: by code or at the direction of the building department and/or fire department. They shall meet code and be compatible with building fire system
FIRE PROTECTION:
Fire Extinguishers:	ABC type fire extinguishers shall be installed where required by the local fire department. Where space allows, semi-recessed extinguisher cabinets shall be provided. If space is not available, surface-mounted fire extinguishers shall be installed. Standard cabinet: Larsen or J.L. Industries “Duo Panel”, white finish.
Sprinkler System:	A complete fire protection sprinkler system exists in the building. Additional heads and fire protection for special uses will be provided at the Tenant’s expense and engineered to be compatible with building sprinkler system. All new sprinkler heads and escutcheons must match existing.
HVAC:	Heating/Cooling: Building has Enviro- Tech FPB and VAV boxes with individual wall mounted T-Stats. All cooling of labs or TelData

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EXHIBIT D

COMMENCEMENT LETTER

(EXAMPLE)

Date

Tenant

Address

Re: Commencement Letter with respect to that certain Lease dated as of the              day of                 ,         , by and between                                                  , a                                         ,              as                  Landlord, and                                              , as Tenant, for                  rentable square feet on the              floor of the Building located at                                         , Massachusetts,                     ,

Dear                                          :

In accordance with the terms and conditions of the above referenced Lease, Tenant accepts possession of the Premises and agrees:

1. The Commencement Date of the Lease is                                                              ;

2. The Termination Date of the Lease is                                                                    ,

Please acknowledge your acceptance of possession and agreement to the terms set forth above by signing all 3 counterparts of this Commencement Letter in the space provided and returning 2 fully executed counterparts to my attention.

Sincerely.

Authorized Signatory

Agreed and Accepted:

Tenant:

By:

Name:

Title:

Date:

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EXHIBIT E

BUILDING RULES AND REGULATIONS

The following rules and regulations shall apply, where applicable, to the Premises, the Building, the parking facilities (if any), the Property and the appurtenances. In the event of a conflict between the following rules and regulations and the remainder of the terms of the Lease, the remainder of the terms of the Lease shall control. Capitalized terms have the same meaning as defined in the Lease.

1. Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by Tenant or used by Tenant for any purpose other than ingress and egress to and from the Premises. No rubbish, litter, trash, or material shall be placed, emptied, or thrown in those areas. At no time shall Tenant permit Tenant’s employees to loiter in Common Areas or elsewhere about the Building or Property.

2. Plumbing fixtures and appliances shall be used only for the purposes for which designed and no sweepings, rubbish, rags or other unsuitable material shall be thrown or placed in the fixtures or appliances. Damage resulting to fixtures or appliances by Tenant, its agents, employees or invitees shall be paid for by Tenant and Landlord shall not be responsible for the damage.

3. No signs, advertisements or notices shall be painted or affixed to windows, doors or other parts of the Building, except those of such color, size, style and in such places as are first approved in writing by Landlord. All tenant identification and suite numbers at the entrance to the Premises shall be installed by Landlord, at Tenant’s cost and expense, using the standard graphics for the Building. Except in connection with the hanging of lightweight pictures and wall decorations, no nails, hooks or screws shall be inserted into any part of the Premises or Building except by the Building maintenance personnel without Landlord’s prior approval, which approval shall not be unreasonably withheld.

4. Landlord may provide and maintain in the first floor (main lobby) of the Building an alphabetical directory board or other directory device listing tenants and no other directory shall be permitted unless previously consented to by Landlord in writing.

5. Tenant shall not place any lock(s) on any door in the Premises or Building without Landlord’s prior written consent, which consent shall not be unreasonably withheld, and Landlord shall have the right at all times to retain and use keys or other access codes or devices to all locks within and into the Premises. A reasonable number of keys to the locks on the entry doors in the Premises shall be furnished by Landlord to Tenant at Tenant’s cost and Tenant shall not make any duplicate keys. All keys shall be returned to Landlord at the expiration or early termination of the Lease.

6. All contractors, contractor’s representatives and installation technicians performing work in the Building shall be subject to Landlord’s prior approval, which approval shall not be unreasonably withheld, and shall be required to comply with Landlord’s standard rules, regulations, policies and procedures, which may be revised from time to time. Landlord has no obligation to allow any particular telecommunication service provider to have access to the Buildings or to the Premises, If Landlord permits access, Landlord may condition the access upon the payment to Landlord by the service provider of fees assessed by Landlord in Landlord’s sole discretion.

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7. Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by Tenant of merchandise or materials requiring the use of elevators, Stairways, lobby areas or loading dock areas, shall be restricted to hours reasonably designated by Landlord. Tenant shall obtain Landlord’s prior approval by providing a detailed listing of the activity, which approval shall not be unreasonably withheld. If approved by Landlord, the activity shall be under the supervision of Landlord and performed in the manner required by Landlord. Tenant shall assume all risk for damage to articles moved and injury to any persons resulting from the activity. If equipment, property, or personnel of Landlord or of any other party is damaged or injured as a result of or in connection with the activity, Tenant shall be solely liable for any resulting damage, loss or injury.

8. Landlord shall have the right to approve the weight, size, or location of heavy equipment or articles in and about the Premises, which approval shall not be unreasonably withheld. Damage to the Building by the installation, maintenance, operation, existence or removal of Tenant’s Property shall be repaired at Tenant’s sole expense.

9. Corridor doors, when not in use, shall be kept closed.

10. Tenant shall not: (1) make or permit any improper, objectionable or unpleasant noises or odors in the Building, or otherwise interfere in any way with other tenants or persons having business with them; (2) solicit business or distribute or cause to be distributed, in any portion of the Building, handbills, promotional materials or other advertising; or (3) conduct or permit other activities in the Building that might, in Landlord’s sole opinion, constitute a nuisance.

11. No animals, except those assisting handicapped persons, shall be brought into the Building or kept in or about the Premises.

12. No inflammable, explosive or dangerous fluids or substances shall be used or kept by Tenant in the Premises, Building or about the Property, except for those substances as are typically found in similar premises used for general office purposes and are being used by Tenant in a safe manner and in accordance with all applicable Laws. Tenant shall not, without Landlord’s prior written consent, use, store, install, spill, remove, release or dispose of, within or about the Premises or any other portion of the Property, any asbestos-containing materials or any solid, liquid or gaseous material now or subsequently considered toxic or hazardous under the provisions of 42 U.S.C. Section 9601 et seq., M.G.L. c. 21C, M.G.L. c. 21E or any other applicable environmental Law which may now or later be in effect. Tenant shall comply with all Laws pertaining to and governing the use of these materials by Tenant and shall remain solely liable for the costs of abatement and removal.

13. Tenant shall not use or occupy the Premises in any manner or for any purpose which might injure the reputation or impair the present or future value of the Premises or the Building. Tenant shall not use, or permit any part of the Premises to be used for lodging, sleeping or for any illegal purpose.

14. Tenant shall not take any action which would violate Landlord’s labor contracts or which would cause a work stoppage, picketing, labor disruption or dispute or interfere with Landlord’s or any other tenant’s or occupant’s business or with the rights and privileges of any person lawfully in the Building (“Labor Disruption”). Tenant shall take the

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actions necessary to resolve the Labor Disruption, and shall have pickets removed and, at the request of Landlord, immediately terminate any work in the Premises that gave rise to the Labor Disruption, until Landlord gives its written consent for the work to resume. Tenant shall have no claim for damages against Landlord or any of the Landlord Related Parties nor shall the Commencement Date of the Term be extended as a result of the above actions.

15. Tenant shall not install, operate or maintain in the Premises or in any other area of the Building, electrical equipment that would overload the electrical system beyond its capacity for proper, efficient and safe operation as determined solely by Landlord. Tenant shall not furnish cooling or heating to the Premises, Including, without limitation, the use of electronic or gas heating devices, without Landlord’s prior written consent. Tenant shall not use more than its proportionate share of telephone lines and other telecommunication facilities available to service the Building.

16. Tenant shall not operate or permit to be operated a coin or token operated vending machine or similar device (including, without limitation, telephones, lockers, toilets, scales, amusement devices and machines for sale of beverages, foods, candy, cigarettes and other goods), except for machines for the exclusive use of Tenant’s employees and invitees.

17. Bicycles and other vehicles are not permitted Inside the Building or on the walkways outside the Building, except in areas designated by Landlord.

18. Landlord may from time to time adopt systems and procedures for the security and safety of the Building, its occupants, entry, use and contents. Tenant, its agents, employees, contractors, guests and invitees shall comply with Landlord’s systems and procedures.

19. Landlord shall have the right to prohibit the use of the name of the Building or any other publicity by Tenant that in Landlord’s sole opinion may impair the reputation of the Building or its desirability. Upon written notice from Landlord, Tenant shall refrain from and discontinue such publicity immediately.

20. Neither Tenant nor its agents, employees, contractors, guests or invitees shall smoke or permit smoking in the Common Areas, unless a portion of the Common Areas have been declared a designated smoking area by Landlord, nor shall the above parties allow smoke from the Premises to emanate into the Common Areas or any other part of the Building. Landlord shall have the right to designate the Building (including the Premises) as a non-smoking building.

21. Landlord shall have the right to designate and approve standard window coverings for the Premises and to establish rules to assure that the Building presents a uniform exterior appearance. Tenant shall ensure, to the extent reasonably practicable, that window coverings are closed on windows in the Premises while they are exposed to the direct rays of the sun.

22. Deliveries to and from the Premises shall be made only at the times in the areas and through the entrances and exits reasonably designated by Landlord. Tenant shall not make deliveries to or from the Premises in a manner that might interfere with the use by any other tenant of its premises or of the Common Areas, any pedestrian use or any use which is Inconsistent with good business practice.

E-3

23. The work of cleaning personnel shall not be hindered by Tenant after 5:30 P.M., and cleaning work may be done at any time when the offices are vacant. Windows, doors and fixtures may be cleaned at any time. Tenant shall provide adequate waste and rubbish receptacles to prevent unreasonable hardship to the cleaning service.

E-4

EXHIBIT F

ADDITIONAL PROVISIONS

This Exhibit is attached to and made a part of the Lease by and between Normandy Concord Acquisitions, LLC, a Delaware limited liability company (“Landlord”) and Kayak Software Corporation, a Delaware corporation (the “Tenant”) for space in the Building located at 300 Baker Avenue, Concord, Massachusetts 01742.

I. EARLY TERMINATION OPTION

Tenant may at its option terminate this Lease in its entirety (the “Termination Option”) effective as of the last day of the Fifth Lease Year (the “Early Termination Date”) by delivering notice of its intent to terminate (the “Termination Notice”) to Landlord at least twelve (12) calendar months before the Early Termination Date accompanied by payment of the following Termination Fee. If Tenant fails to timely deliver its Termination Notice and pay the Termination Fee, Tenant will be deemed to have waived such Termination Option. If there are any uncured defaults by Tenant as of the date Tenant delivers the Termination Notice or as of the Early Termination Date, then at Landlord’s option, the Termination Option shall be void, and the Lease shall remain in effect. If Tenant properly exercises its Termination Option, this Lease shall terminate as of the Early Termination Date.

The “Termination Fee” shall be the sum of (a) the total aggregate amount of the brokerage commission, and cost of Landlord’s Work, rental abatement, and any other concession granted to Tenant under the terms of this Lease, which would be unamortized as of the Early Termination Date, assuming that such total aggregate amount were to be fully amortized over the initial term of the Lease using an interest rate of 10% per annum, and (b) four (4) times the monthly installment of Base Rent and Additional Rent due and payable during the Fifth Lease Year of the term.

EXHIBIT G

FORM OF LETTER OF CREDIT

[Name of Financial Institution]

Irrevocable Standby

Letter of Credit

No.

Issuance

Date:                                     

Expiration

Date:                                         

Applicant:                                 

Beneficiary

[Insert Name of Landlord]

[Insert Building management office address]

Ladies/Gentlemen:

We hereby establish our Irrevocable Standby Letter of Credit in your favor for the account of the above referenced Applicant in the amount of                                  U.S. Dollars ($                                 ) available for payment at sight by your draft drawn on us when accompanied by the following documents:

1. An original copy of this Irrevocable Standby Letter of Credit.

2. Beneficiary’s dated statement purportedly signed by an authorized signatory or agent reading: This draw in the amount of DO NOT FILL IN AMOUNT                                  U.S. Dollars ($                          ) under your Irrevocable Standby Letter of Credit No.                              represents funds due and owing to us pursuant to the terms of that certain lease by and between                                         , as landlord, and                         , as tenant, and/or any amendment to the lease or any other agreement between such parties related to the lease.

It is a condition of this Irrevocable Standby Letter of Credit that it will be considered automatically renewed for a one year period upon the expiration date set forth above and upon each anniversary of such date, unless at least 60 days prior to such expiration date or applicable anniversary thereof, we notify you in writing by certified mail return receipt requested or by recognized overnight courier service, that we elect not to so renew this Irrevocable Standby Letter of Credit. A copy of any such notice shall also be sent, in the same manner, to: RP/Saracen Properties, LLC. c/o

Saracen Companies, 7 Wells Avenue, Newton, Massachusetts 02459. In addition to the foregoing, we understand and agree that you shall be entitled to draw upon this Irrevocable Standby Letter of Credit in accordance with I and 2 above in the event that we elect not to renew this Irrevocable Standby Letter of Credit and, in addition, you provide us with a dated statement purportedly signed by an authorized signatory or agent of Beneficiary stating that the Applicant has failed to provide you with an acceptable substitute Irrevocable standby letter of credit in accordance with the terms of the above referenced lease. We further acknowledge and agree that: (a) upon receipt of the documentation required herein, we will honor your draws against this Irrevocable Standby Letter of Credit without inquiry into the accuracy of Beneficiary’s signed statement and regardless of whether Applicant disputes the content of such statement; (b) this Irrevocable Standby Letter of Credit shall permit partial draws and, in the event you elect to draw upon less than the full stated amount hereof, the stated amount of this Irrevocable Standby Letter of Credit shall be automatically reduced by the amount of such partial draw and (c) you shall be entitled to transfer your Interest in this Irrevocable Standby Letter of Credit from time to time and more than one time without our approval and without charge. In the event of a transfer, we reserve the right to require reasonable evidence of such transfer as a condition to any draw hereunder.

This Irrevocable Standby Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 revision) ICC Publication No. 500.

We hereby engage with you to honor drafts and documents drawn under and in compliance with the terms of this Irrevocable Standby Letter of Credit.

All communications to us with respect to this Irrevocable Standby Letter of Credit must be addressed to our office located at                                                           to the attention of                                                                  

  Very truly yours,

(name)

(title)

EXHIBIT H

PRELIMINARY PLANS

(attached following this page)

EXHIBIT I

SPECIFICATIONS

(attached following this page)

The Walsh Company LLC

Project Management & Development Services

99 Summer street

Suite 210

Boston. Massachusetts 02110

617-443-0978 T / 617-443-0711 F

www.walshcompany.com

Qualifications and Assumptions

PROJECT: Kayak

PROJECT LOCATION: 300 Baker Ave., Concord, MA

DATE: September 19, 2008

This Proposal is based on Cohen Architects Preliminary Concept Plan & RCP dated July 15, 2008. All work assumed on those documents is Included with the following Assumptions & Clarifications:

General

1. This proposal is based on work being performed during normal working hours. Overtime has not been included.

2. Sprinkler/Fire Alarm shut down fees are excluded from this proposal.

3. Security is excluded from this proposal.

4. Tel/data are by others and excluded from this proposal, only outlets and pull strings are included.

5. Furniture and Workstations to be supplied and installed by others.

6. Planters have been excluded from this proposal.

7. Polygal wrapped column enclosure with LED lighting has been excluded from this proposal.

Demolition

1. Hazardous waste material removal, disposal and cost thereof are excluded from this proposal.

Millwork

1. New plastic laminate kitchen cabinets to be installed at Lunch Room.

2. New plastic laminate lunch bar to be installed.

3. Credenza with 3form counter has been included.

Doors, Frames, and Hardware

1. New painted wood doors have been included.

2. Glass doors at Server Room and Conference Rooms have been included as solid core flush doors on pivot hinges.

Glass & Glazing

400 SF of butt glazed  ¹/2” tempered glass has been included at conference rooms.

425 SF of Carvart Glass has been included at Server Room.

340 SF of Panelite has been included at private offices.

Drywall

1. Full height insulated partitions have been included at new walls, we have included 200 LF of new partitions.

2. All walls have been assumed to be 9’ in height.

3. 1700 SF of gypsum wallboard ceilings has been included.

Acoustical Ceilings

1. 1000 SF of standard 2’x2’ acoustical ceiling on suspended tee grid has been included.

2. 400 SF of Barrisol Ceiling has been included at $40/sf.

3. 860 SF of Decoustics Ceiling Panels have been included in this proposal at $6/sf.

Flooring

1. New carpet has been carried throughout the space as $40/square yard installed.

2. Rubber Flooring has been included in this proposal as VCT for the new server room, lunch room, 2 conference rooms, Tel. Room, and Copy/Storage Room.

3. Vinyl base has been included throughout the space.

Painting

1. Painting throughout space has been assumed.

2. Painting of door frames has been included.

3. An allowance of $10,000 has been included for painting of open ceiling areas.

Specialties

1. Glass Operable Partition has been included based on Modernfold 362 SR Glass Wall system, with an opening of 26’ and a height of 9’.

Equipment

1. New Dishwasher has been included.

2. Two new Refrigerators have been included.

Fire Protection

1. Sprinkler heads are presumed relocated only.

Plumbing

1. Two new sinks are included.

2. New Dishwasher has been included.

3. New Shower has been included.

HVAC

1. HVAC diffusers arc presumed relocated only in Drop Ceiling Areas

2. Open Ceiling Area is assumed new duct and diffusers

3. Air balancing has been included.

4. 5 ton AC unit included for new Computer Server Room.

Electrical

1. We have assumed adequate electrical power exists.

2. 300 LF of pendent light fixtures has been included in this proposal.

3. An allowance of $15,000 has been included for wire management at open ceilings.

EX-10.11

Exhibit 10.11

November 24, 2009

Kayak Software Corporation,

a Delaware corporation

55 North Water Street

Norwalk, CT 06854

Attention: Leah Rounds

Re: Lease Agreement (the “Lease”) dated August 7, 2008 between Jefferson at Maritime, L.P., a Delaware limited partnership (“Landlord”), and Kayak Software Corporation, a Delaware corporation (“Tenant”). Capitalized terms used herein but not defined shall be given the meanings assigned to them in the Lease.

Dear Leah:

I have attached a summary statement of the Additional Rent due for the calendar year 2009, as defined in Section 4(b) of the Lease Agreement. We have revised these numbers from what you may have previously seen from prior Ownership.

The expenses represent an estimate of actual expenses that will be incurred during 2009. These figures will be reconciled following year end in accordance with the Lease Agreement. Any overpayment will result in an account credit and any shortfall of additional rent will be billed back to you.

We understand there may have been some degree of confusion or disagreement involving the previous amounts owed which were submitted to you by prior Ownership. New Ownership, and Greystar as their managing agent, are very interested in resolving this matter and bringing your account to a current status. We believe the amounts reflected in the attached statement are fair, accurate and supportable.

Kindly remit payment by December 1^st. If you have any questions in the interim, please contact Justin Gaboury, Jefferson at Maritime Community Manager, at (203) 899-9924 or myself at (508) 653-0249. If you wish to discuss in greater detail, we would be happy to meet in person.

Sincerely,

/s/ Kathleen Leito

Kathleen Leito

Regional Property Manager

Greystar

Cc:	Karen Klein, Kayak Software Corporation
	Daniel R McConnell, New York Life Investment Management LLC
	Justin Gaboury, Greystar Management Services

Letter of Statement

The supporting documentation as required by Exhibit C to the lease agreement is attached as Exhibit A to this letter of statement Per Exhibit C of the lease agreement, the tenant’s responsible share of Additional Rent is 4.40%.

	Annual Expense	Tenant Share at 4.40%
Common Area Maintenance	$653,050.00	$28,734.20
Real Estate Taxes	$153,377.18	$6,748.60
Total	$806,427.18	$35,482.80

	Breakdown of Tenants Share
March 2009 Prorate	$858.45	August 2009	$2,956.90
April 2009	$2,956.90	September 2009	$2,956.90
May 2009	$2,956.90	October 2009	$2,956.90
June 2009	$2,956.90	November 2009	$2,956.90
July 2009	$2,956.90	December 2009	$2,956.90

As stated in the lease agreement the Landlord may estimate and re-estimate the Additional Rent to be paid and deliver a copy of the estimate or re-estimate to the Tenant. Any amounts paid based on such estimates shall be subject to adjustment when the actual Operating Expenses and Taxes are available for the calendar year.

Jefferson at 55/77 Water Expense Allocation

2009 ESTIMATED ALLOCATABLE EXPENSES
ITEM	AMOUNT	NOTES
Window Washing	$7,000	Exterior window washing.
Life and Safety	$7,250	Annual Fire and Safety Test and Extinguisher Inspection.
Insurance	$49,100	Per Budget
On-Site Management	$130,000	Includes building manager, assistant manager salaries and fringe benefits.
Maintenance and Engineering	$115,500	Includes service supervisor, maintenance technician salaries and fringe benefits.
Grounds and Landscaping	$16,500	Seasonal contract at $22,000. 25% paid by condo A.
Administration	$10,700	Includes postage, office supplies, safety equipment.
Communications	$15,400	Includes office telephones, life safety lines, fax lines, internet lines and after hours emergency service.
Management Fee	$162,600	Contract fee to Greystar Management Services.
Snow Removal	$28,500	Based on seasonal contract at $38,000. 25% paid by condo A.
Exterior Upkeep	$7,200	Includes landscape supplies, roof repairs, exterior paint, exterior electrical, exterior light bulbs, walks and parking lots and exterior tools and equipment.
Building Exterior Lights	$47,000	Includes parking lot lots and building exterior lights.
*Water/Sewer	$32,700	Based on actuals of $43,600. 25% paid by condo A.
Refuse Removal	$23,600	Annual refuse removal contract.
TOTAL	$653,050

EXPENSE REIMBURSEMENTS
Total Operating Expenses	$653,050.00
Tenant Prorata Share	4.40%
Tenant Share of Operating Expenses	$28,734.20
Monthly Billing	$2,394.52
TAXES
2009 Taxes	$153,377.18
Tenant Prorata Share	4.40%
Tenant Share of Taxes	$6,748.60
Monthly Billing	$562.38
TOTAL MONTHLY BILLING	$2,956.90

EX-10.12

Exhibit 10.12

OFFICE LEASE

SUNNYVALE CITY CENTER

SPF MATHILDA, LLC,

a Delaware limited liability company,

as Landlord,

and

KAYAK SOFTWARE CORPORATION,

a Delaware corporation,

as Tenant.

TABLE OF CONTENTS

	Page
ARTICLE 1 PREMISES, BUILDING, PROJECT, AND COMMON AREAS		4
ARTICLE 2 LEASE TERM		5
ARTICLE 3 BASE RENT		7
ARTICLE 4 ADDITIONAL RENT		8
ARTICLE 5 USE OF PREMISES		15
ARTICLE 6 SERVICES AND UTILITIES		15
ARTICLE 7 REPAIRS		17
ARTICLE 8 ADDITIONS AND ALTERATIONS		17
ARTICLE 9 COVENANT AGAINST LIENS		20
ARTICLE 10 INSURANCE		20
ARTICLE 11 DAMAGE AND DESTRUCTION		22
ARTICLE 12 NONWAIVER		24
ARTICLE 13 CONDEMNATION		24
ARTICLE 14 ASSIGNMENT AND SUBLETTING		24
ARTICLE15 SURRENDER OF PREMISES; OWNERSHIP AND REMOVAL OF TRADE FIXTURES		28
ARTICLE 16 HOLDING OVER		28
ARTICLE 17 ESTOPPEL CERTIFICATES		28
ARTICLE 18 SUBORDINATION		29
ARTICLE 19 DEFAULTS; REMEDIES		29
ARTICLE 20 COVENANT OF QUIET ENJOYMENT		31
ARTICLE 21 SECURITY DEPOSIT		32
ARTICLE 22 INTENTIONALLY OMITTED		32
ARTICLE 23 SIGNS		32
ARTICLE 24 COMPLIANCE WITH LAW		33
ARTICLE 25 LATE CHARGES		33
ARTICLE 26 LANDLORD’S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT		33
ARTICLE 27 ENTRY BY LANDLORD		34
ARTICLE 28 TENANT PARKING		34
ARTICLE 29 MISCELLANEOUS PROVISIONS		35

EXHIBITS
A	OUTLINE OF PREMISES
B	TENANT WORK LETTER
B-l	SPACE PLAN
C	FORM OF NOTICE OF LEASE TERM DATES
D	RULES AND REGULATIONS
E	FORM OF TENANT’S ESTOPPEL CERTIFICATE

(i)

INDEX

	Page(s)
Accountant		11
Additional Rent		5
Additional Rent Abatement		4
Affiliate		24
Alterations		14
Base Rent		4
BOMA		2
Brokers		35
Building		1
Building Common Areas		1
Building Direct Expenses		5
Building Hours		12
Building Operating Expenses		5
Building Tax Expenses		5
City Parking Access Area		31
City Parking Rights		32
Common Areas		1
Comparable Buildings		1
Comparable Transactions		2
Concessions		2
Construction		36
Contemplated Effective Date		23
Contemplated Transfer Space		23
Cost Pools		10
Damage Termination Date		20
Damage Termination Notice		20
Direct Expenses		5
Eligibility Period		13
Estimate		10
Estimate Statement		10
Estimated Excess		10
Excess		10
Expense Year		5
Extension Option		2
Fitness Center		38
Fitness Center Users		38
Force Majeure		34
Holidays		12
HVAC		12
Identification Requirements		37
Initial Notice		13
Intention to Transfer Notice		23
Landlord		I
Landlord Default		13
Landlord Parties		17
Landlord Repair Notice		19
Lease		1
Lease Commencement Date		2

(ii)

	Page(s)
Lease Expiration Date		2
Lease Month		2
Lease Term		2
Lines		37
Mail		34
Management Fee Cap		7
Nine Month Period		23
Notice of Lease Term Dates		2
Notices		34
Operating Expenses		6
Option Exercise Notice		3
Option Rent		2
Option Rent Notice		3
Option Term		2
Original Improvements		18
Original Tenant		2
Other Improvements		36
Outside Agreement Date		3
Outside Date		4
Permitted Assignee		25
Premises		1
Project		1
Proposition 13		9
Renovations		36
Rent		5
rentable square feet		1
Security Deposit		29
Statement		10
Subject Space		22
Summary		1
Tax Expenses		8
Tenant		I
Tenant Improvement Allowance		16
Tenant Work Letter		1
Tenant’s Share		9
Transfer Notice		22
Transferee		22
Underlying Documents		6

(iii)

SUNNYVALE CITY CENTER

OFFICE LEASE

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”).

SUMMARY OF BASIC LEASE INFORMATION

TERMS OF LEASE				DESCRIPTION
1.	Date:			November 25, 2009
2.	Premises
	(Article 1).
	2.1	Building:		150 Mathilda Place. Sunnyvale. California
	2.2	Premises:		Approximately 5.116 rentable square feet of space located on the second (2nd ) floor of the Building and commonly known as Suite 202, as further set forth in Exhibit A to the Office Lease.
3.	Lease Term
	(Article 2).
	3.1		Length of Term:	Five (5) years and two (2) months.
	3.2		Lease Commencement Date:	The earlier to occur of (i) the date upon which Tenant first commences to conduct business in the Premises and (ii) the later of (A) December 1, 2009 and (B) the first business day following the calendar week during which the Premises are Ready for Occupancy.
	3.3		Lease Expiration Date:	If the Lease Commencement Date shall be the first day of a calendar month, then the day immediately preceding the sixty-second (62nd) month anniversary of the Lease Commencement Date; or, if the Lease Commencement Date shall be other than the first day of a calendar month, then the last day of the month in which the sixty-second (62nd) month anniversary of the Lease Commencement Date occurs.

- i -

4.        Base Rent (Article 3):

Period During Lease Term	Annual          Base Rent	Monthly Installment         of Base Rent	Approximate Monthly Rental Rate per Rentable         Square Foot
Lease Months 1 - 14	$113,575.20	$9,464.60	$1.85
Lease Months 15 - 26	$117,258.72	$9,771.56	$1.91
Lease Months 27 - 38	$120,328.32	$10,027.36	$1.96
Lease Months 39 - 50	$124,011.84	$10,334.32	$2.02
Lease Month 51 - Lease Expiration Date	$127,695.36	$10,641.28	$2.08

* Notwithstanding anything to the contrary contained in the foregoing schedule of Base Rent,

Tenant shall be entitled to the Rent Abatement in accordance with Section 3.2 of this Lease.

5.	Tenant’s Share (Article 4):	Approximately 3.817%.
6.	Permitted Use (Article 5):	General office and administrative support use consistent with a first-class office building.
7.	Security Deposit (Article 21):	$18,929.20.
8.	Parking Pass Ratio (Article 28):	Two and 86/100 (2.86) unreserved parking passes for every 1,000 rentable square feet of the Premises, which equals fourteen (14) unreserved parking passes for the Premises.
9.	Address of Tenant (Section 29.18):	Kayak Software Corporation 55 North Water Street, Suite 1 Norwalk, Connecticut 06854 Attention: Karen Klein
10.	Address of Landlord (Section 29.18):	See Section 29.18 of the Lease.

- 2 -

11.	Broker(s) (Section 29.24):	Representing Landlord:
		CPS CORFAC International 475 El Camino Real. Suite 100 Santa Clara, California 95050 Attention: Steve Horton
		and
		CB Richard Ellis 225 W. Santa Clara Street, Suite 1050 San Jose, California 95113 Attention: Jeff Houston
		and
		CB Richard Ellis Two Palo Alto Square, Suite 100 3000 El Camino Real Palo Alto, California 94306 Attention: Michael Frost
		Representing Tenant:
		Colliers International - Silicon Valley 450 W. Santa Clara Street San Jose, California 95113 Attention: Jeffrey L. Rogers
12.	Tenant Improvement Allowance (Section 8.6):	$5,000.00.

- 3 -

ARTICLE 1

PREMISES, BUILDING, PROJECT, AND COMMON AREAS

1.1 Premises, Building, Project and Common Areas.

1.1.1 The Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises set forth in Section 2.2 of the Summary (the “Premises”). The outline of the Premises is set forth in Exhibit A attached hereto and each floor or floors of the Premises has the number of rentable square feet as set forth in Section 2.2 of the Summary. The parties hereto agree that the lease of the Premises is upon and subject to the terms, covenants and conditions herein set forth, and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of such terms, covenants and conditions by it lo be kept and performed and that this Lease is made upon the condition of such performance. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises in the “Building.” as that term is defined in Section 1.1.2. below, only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the “Common Areas.” as that term is defined in Section 1.1.3, below, or the elements thereof or of the accessways to the Premises or the “Project,” as that term is defined in Section 1.1.2, below. Except as specifically set forth in this Lease and in the Tenant Work Letter attached hereto as Exhibit B (the “Tenant Work Letter”), Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that, except as explicitly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant’s business, except as specifically set forth in this Lease and the Tenant Work Letter. The taking of possession of the Premises by Tenant shall conclusively establish that the Premises and the Building were at such time in good and sanitary order, condition and repair.

1.1.2 The Building and The Project. The Premises are a part of the building set forth in Section 2.1 of the Summary (the “Building”). ‘The Building is part of an office project known as “Sunnyvale City Center.” The term “Project.” as used in this Lease, shall mean (i) the Building and the Common Areas, (ii) the land (which is improved with landscaping, subterranean parking facilities and other improvements) upon which the Building and the Common Areas are located, (iii) the other office buildings located adjacent to the Building and the land upon which such adjacent office building is located, and (iv) at Landlord’s discretion, any additional real property, areas, land, buildings or other improvements added thereto outside of the Project.

1.1.3 Common Areas. Tenant shall have the non-exclusive right to use in common with other tenants in the Project, and subject to the rules and regulations referred to in Article 5 of this Lease, those portions of the Project which are provided, from time to time, for use in common by Landlord, Tenant and any other tenants of the Project (such areas, together with such other portions of the Project designated by Landlord, in its discretion, including certain areas designated for the exclusive use of certain tenants, or to be shared by Landlord and certain tenants, are collectively referred to herein as the “Common Areas”). The Common Areas shall consist of the “Project Common Areas” and the “Building Common Areas.” The term “Project Common Areas,” as used in this Lease, shall mean the portion of the Project designated as such by Landlord. The term “Building Common Areas.” as used in this Lease, shall mean the portions of the Common Areas located within the Building designated as such by Landlord. The manner in which the Common Areas are maintained and operated shall be at the sole discretion of Landlord, provided that Landlord shall maintain and operate the same in a manner consistent with that of other Class A. mid-rise office buildings in the downtown areas of Sunnyvale, Palo Alto and Mountain View. California, which buildings are comparable in quality of appearance, services, and amenities (the “Comparable Buildings”) and the use thereof shall be subject to such rules, regulations and restrictions as Landlord may make from time to time. Landlord reserves the right to close temporarily, make alterations or additions to, or change the location of elements of the Project and the Common Areas.

1.2 Verification of Rentable Square Feet of Premises, Building, and Project. For purposes of this Lease, “rentable square feet” shall be calculated pursuant to the Standard Method for Measuring Floor Area in Office Buildings. ANSI Z65.1- 1996 (“BOMA”), provided that the rentable square footage of the Building shall include all of (and the rentable square footage of the Premises therefore shall include a portion of) the square footage of the ground floor common areas located within the Building and the common area and occupied space of the portion of the Building or Project dedicated to the service of the Building. For all purposes under this Lease, including, without limitation, calculation of Base Rent and Tenant’s Share of Building Direct Expenses, the Premises (but not any other space in the Project subsequently leased by Tenant) are stipulated to contain the number of rentable square feet set forth in Section 2.2 of the Summary and the Building is stipulated to contain the number of rentable square feet set forth in Section 2.1 of the Summary.

- 4 -

ARTICLE 2

LEASE TERM

2.1 Initial Lease Term. The terms and provisions of this Lease shall be effective as of the date of this Lease. The term of this Lease (the “Lease Term”) shall be as set forth in Section 3.1 of the Summary, shall commence on the date set forth in Section 3.2 of the Summary (the “Lease Commencement Date”), and shall terminate on the date set forth in Section 3.3 of the Summary (the “Lease Expiration Date”) unless this Lease is sooner terminated as hereinafter provided. For purposes of this Lease, the term “Lease Month” shall mean each calendar month during the Lease Term; provided, however, that the first Lease Month shall commence on the Lease Commencement Date and (a) if the Lease Commencement Date shall be the first day of a calendar month, then it shall end on the last day of said calendar month, or (b) if the Lease Commencement Date shall be other than the first day of a calendar month, then it shall end on the last day of said calendar month (and, accordingly, shall be shorter than a calendar month). At any time during the Lease Term. Landlord may deliver to Tenant a notice in the form as set forth in Exhibit C. attached hereto (the “Notice of Lease Term Dates”), as a confirmation of the information set forth therein, which Tenant shall execute and return to Landlord within ten (10) days of receipt thereof (provided that if said notice is not factually correct, then Tenant shall make such changes as are necessary to make the notice factually correct and shall thereafter execute and return such notice to Landlord within such ten (10) day period), and thereafter the dates set forth on such notice shall be conclusive and binding upon ‘Tenant. Failure of Tenant to timely execute and deliver the Notice of Lease Term Dates shall constitute an acknowledgment by Tenant that the statements included in such notice are true and correct, without exception.

2.2 Option Term.

  2.2.1 Option Right. Landlord hereby grants the ‘Tenant named in this Lease (the “Original Tenant”), one (1) option to extend (“Extension Option”) the Lease Term For a period of three (3) years (the “Option Term”), which option shall be exercisable only by written notice delivered by Tenant to Landlord as provided below, provided that, as of the date of delivery of such notice, Tenant is not in default under this Lease and Tenant has not previously been in default under this Lease. Upon the proper exercise of such Extension Option, and provided that, at Landlord’s option, as of the end of the initial Lease Term. Tenant is not in default under this Lease and Tenant has not previously been in default under this Lease, the Lease Term, as it applies to the Premises, shall be extended For a period of three (3) years. The rights contained in this Section 2.2 shall be personal to the Original Tenant and may only be exercised by the Original Tenant or any “Permitted Assignee.” as that term is defined in Section 14.8 below (but not any other assignee, sublessee or other transferee of Tenant’s interest in this Lease) if the Original Tenant and/or such Permitted Assignee occupies the entire Premises.

  2.2.2 Option Rent. The rent payable by Tenant (or a Permitted Assignee) during the Option Term (the “Option Rent”) shall be equal to the rent (including additional rent and considering any “triple net” applicable thereto or “base year” or “expense stop” applicable thereto), on an annual per rentable square foot basis, including all escalations, at which tenants, as of the commencement of the Option Term, are leasing non-sublease, non-encumbered, non-equity space comparable in size, location and quality to the Premises for a term of three (3) years, in an arm’s length transaction consummated during the twelve (12) month period prior to the date on which Landlord delivers to Tenant the “Option Rent Notice.” as this term is defined below, which comparable space is located in the Project, or if there is not a sufficient number of comparable transactions in the Project, then in the Comparable Buildings (“Comparable Transactions”), taking into consideration only the following concessions (“Concessions”):

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(a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space, and (b) tenant improvements or allowances provided or to be provided for such comparable space, taking into account, and deducting the value of, the existing improvements in the Premises, such value to be based upon the age, quality and layout of the improvements and the extent to which the same could be utilized by Tenant based upon the fact that the precise tenant improvements existing in the Premises are specifically suitable to Tenant: provided, however, that notwithstanding anything to the contrary herein, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to lease the Premises during the Option Term or the fact that the Comparable Transactions do or do not involve the payment of real estate brokerage commissions, and (ii) any period of rental abatement, if any, granted to tenants in Comparable Transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces; provided that, in no event shall the Base Rent component of the Option Rent, on an annual per rentable square foot basis, be less than the Base Rent being paid by Tenant under this Lease at the expiration of the initial Lease Term; and further provided that, Tenant shall continue to pay Tenant’s Share of Building Direct Expenses during the Option Term in accordance with Article 4 below. The Option Rent shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a security deposit, letter of credit or guaranty, for Tenants rent obligations during the Option Term. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions upon tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). Notwithstanding anything to the contrary contained in this Section 2.2.2 above, if there are not a sufficient number of Comparable Transactions with a comparable lease term to the Option Term to determine the rental rate for a lease of such duration, then the rental rate for purposes of this Section 2.2.2 shall be equal to that of Comparable Transactions with a term of five (5) years.

2.2.3 Exercise of Option. The Extension Option contained in this Section 2.2 shall be exercised by Tenant (or a Permitted Assignee), if at all, only in the following manner; (i) Tenant (or a Permitted Assignee) shall deliver irrevocable written notice to Landlord not more than twelve (12) months nor less than eight (8) months prior to the expiration of the initial Lease Term stating that Tenant is interested in exercising its option; (ii) Landlord, after receipt of Tenant’s notice, shall deliver notice (the “Option Rent Notice”), to Tenant not less than seven (7) months prior to the expiration of the initial Lease term, setting forth the Option Rent; and (iii) if Tenant wishes to exercise such option, Tenant shall, on or before the earlier of (A) the date occurring six (6) months prior to the expiration of the initial Lease Term, and (B) the date occurring thirty (30) days after Tenant’s receipt of the Option Rent Notice, exercise the option by delivering irrevocable written notice thereof (the “Option Exercise Notice”) to Landlord, and upon, and concurrently with, such exercise, Tenant may, at its option, object to the Option Rent contained in the Option Rent Notice, in which case the parties shall follow the procedure, and the Option Rent shall be determined, as set forth in Section 2.2.4 below.

2.2.4 Determination of Option Rent. In the event Tenant timely and appropriately objects to the Option Rent, Landlord and Tenant shall attempt to agree upon the Option Rent using their best good-faith efforts. If Landlord and Tenant fail to reach agreement within ten (10) business days following Tenant’s objection to the Option Rent (the “Outside Agreement Date”), then each party shall make a separate determination of the Option Rent within live (5) business days, and such determinations shall be submitted to arbitration in accordance with Sections 2.2.4.1 through 2.2.4.7. below.

  2.2.4.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be a real estate broker who shall have been active over the five (5) year period ending on the date of such appointment in the leasing of Comparable Buildings. The determination of the arbitrators shall be limited solely to the issue area of whether Landlord’s or Tenant’s submitted Option Rent is the closest to the actual Option Rent as determined by the arbitrators, taking into account the requirements of Section 2.2.2 of this Lease. Each such arbitrator shall be appointed within fifteen (15) days after the Outside Agreement Date.

  2.2.4.2 The two arbitrators so appointed shall within ten (10) days of the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two arbitrators, provided that the third arbitrator shall not be then representing Landlord or Tenant.

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2.2.4.3 The three arbitrators shall within thirty (30) days of the appointment of the third arbitrator reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted Option Rent and shall notify Landlord and Tenant thereof.

2.2.4.4 The decision of the majority of the three (3) arbitrators shall be binding upon Landlord and Tenant.

2.2.4.5 If either Landlord or Tenant fails to appoint an arbitrator within fifteen (15) days after the Outside Agreement Date, the arbitrator appointed by one of them shall reach a decision, notify Landlord and Tenant thereof, and such arbitrator’s decision shall be binding upon Landlord and Tenant.

2.2.4.6 If the two (2) arbitrators fail to agree upon and appoint a third arbitrator, or if both parties fail to appoint an arbitrator, then the appointment of the third arbitrator or any arbitrator shall be dismissed and the matter to be decided shall be forthwith submitted to binding, final, non-applicable arbitration before a J.A.M.S, arbitrator mutually agreed upon by Landlord and Tenant. If Landlord and Tenant cannot agree on the arbitrator, the parties will so inform J.A.M.S., who will then be authorized to select a J.A.M.S. judge to arbitrate the matter. Each party shall have the right of discovery pursuant to the California Code of Civil Procedure and evidentiary hearings shall be governed by the California Evidence Code, but subject to the instruction set forth in this Section 2.2.4.

2.2.4.7 The cost of arbitration shall be paid by Landlord and Tenant equally.

2.3 Occurrence of Lease Commencement Date. Landlord shall use its commercially reasonable, good faith efforts to cause the Lease Commencement Date to occur on or before the date that is ten (10) Business Days following the date of this Lease.

2.3.1 Outside Date of Lease Commencement.

2.3.1.1 If Landlord does not cause the Lease Commencement Date to occur on or before the date that is thirty (30) days following the date of this Lease (the “Outside Date”), then, in addition to the Rent Abatement described in Section 3.2 below. Tenant shall be entitled to an additional abatement of Base Rent (the “Additional Rent Abatement”) in an amount equal to the product of (a) Three Hundred Fifteen and 49/100 Dollars ($315.49). multiplied by (b) the number of days from and after the Outside Date through and including the Lease Commencement Date. The Additional Rent Abatement shall be applied to Base Rent only after the occurrence of the Lease Commencement Date and the expiration of the Rent Abatement Period.

2.3.1.2 The Outside Date shall be extended to the extent of any delays beyond the reasonable control of Landlord, including delays caused by “Force Majeure,” as that term is defined in Section 29.16. below. Tenant delays described in Section 5.2 of the Tenant Work Letter, or delays encountered by Landlord affecting the work of construction of the Tenant Improvements (provided that Landlord is using commercially reasonable efforts to complete the work of construction of the Tenant Improvements) because of delays due to excess waiting periods for obtaining governmental permits or approval beyond the time periods normally required to obtain such permits or approvals for newly constructed, similarly improved space in commercial office buildings in the downtown areas of Sunnyvale, Palo Alto and Mountain View, California.

ARTICLE 3

BASE RENT

3.1 Base Rent. Tenant shall pay, without prior notice or demand, to Landlord or Landlord’s agent at the management office of the Project, or, at Landlord’s option, at such other place as Landlord may from time to time designate in writing, by a check for currency which, at the time of payment, is legal tender for private or public debts in the United States of America, base rent (“Base Rent”) as set forth in Section 4 of the Summary, payable in equal monthly installments as set forth in Section 4 of the Summary in

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advance on or before the first day of each and every, calendar month during the Lease Term, without any setoff or deduction whatsoever. The Base Rent for the first full month of the Lease Term which occurs after the expiration of any free rent period shall be paid at the time of Tenant’s execution of this Lease. If any Rent payment date (including the Lease Commencement Date) falls on a day of the month other than the first day of such month or if any payment of Rent is for a period which is shorter than one month, the Rent for any fractional month shall accrue on a daily basis for the period from the date such payment is due to the end of such calendar month or to the end of the Lease Term at a rate per day which is equal to 1/365 of the applicable annual Rent. All other payments or adjustments required to be made under the terms of this Lease that require proration on a time basis shall be prorated on the same basis.

3.2 Abated Rent. Provided that Tenant is not then in default of this Lease, then during Lease Month 2, Lease Month 3, Lease Month 15, and Lease Month 16 (the “Rent Abatement Period”), Tenant shall not be obligated to pay (a) Base Rent, or (b) Tenant’s Share of Building Direct Expenses (as those terms are defined in Section 4.1 below) (the “Rent Abatement”), except that, notwithstanding the foregoing, Tenant shall remain obligated to pay, in accordance with the terms of this Lease, (i) Tenant’s Share of Operating Expenses attributable to utilities, heating and air conditioning provided by Landlord to the Premises (in addition to any amounts payable by Tenant pursuant to Section 6.2 below), and (ii) any and all taxes and other charges as set forth in Section 4.5 below. Tenant acknowledges and agrees that the foregoing Rent Abatement has been granted to Tenant as additional consideration for entering into this Lease and for agreeing to pay the Rent and performing the terms and conditions otherwise required under this Lease.

ARTICLE 4

ADDITIONAL RENT

4.1 General Terms. In addition to paying the Base Rent specified in, and subject to the terms of Article 3 of this Lease, during the Lease Term, as the same may be extended pursuant to Article 2 above, Tenant shall pay “Tenant’s Share” of the annual “Building Direct Expenses,” as those terms are defined in Sections 4.2.9 and 4.2.2 of this Lease, respectively. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of this Lease, are hereinafter collectively referred to as the “Additional Rent”, and the Base Rent and the Additional Rent are herein collectively referred to as “Rent.” All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term.

4.2 Definitions of Key Terms Relating to Additional Rent. As used in this Article 4. the following terms shall have the meanings hereinafter set forth:

  4.2.1 Intentionally Omitted.

  4.2.2 “Building Direct Expenses” shall mean “Building Operating Expenses” and “Building Tax Expenses”, as those terms are defined in Sections 4.2.3 and 4.2.4, below, respectively.

  4.2.3 “Building Operating Expenses” shall mean the portion of “Operating Expenses,” as that term is defined in Section 4.2.7 below, allocated to the tenants of the Building pursuant to the terms of Section 4.3.1 below.

  4.2.4 “Building Tax Expenses” shall mean that portion of “Tax Expenses”, as that term is defined in Section 4.2.8 below, allocated to the tenants of the Building pursuant to the terms of Section 4.3.1 below.

  4.2.5 “Direct Expenses” shall mean “Operating Expenses” and “Tax Expenses.”

  4.2.6 “Expense Year” shall mean each calendar year in which any portion of the Lease Term falls, through and including the calendar year in which the Lease Term expires, provided that Landlord, upon notice to Tenant, may change the Expense Year from time to time to any other twelve (12) consecutive month period, and, in the event of any such change. Tenant’s Share of Building Direct Expenses shall be equitably adjusted for any Expense Year involved in any such change.

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4.2.7 “Operating Expenses” shall mean all expenses, costs and amounts of every kind and nature which Landlord pays or accrues during any Expense Year because of or in connection with the ownership, management, maintenance, security, repair, replacement, restoration or operation of the Project, or any portion thereof. Without limiting the generality of the foregoing, Operating Expenses shall specifically include any and all of the following; (i) the cost of supplying all utilities, the cost of operating, repairing, maintaining, and renovating the utility, telephone, mechanical, sanitary, storm drainage, and elevator systems, and the cost of maintenance and service contracts in connection therewith; (ii) the cost of licenses, certificates, permits and inspections and the cost of contesting any governmental enactments which may affect Operating Expenses, and the costs incurred in connection with a governmentally mandated transportation system management program or similar program; (iii) the cost of all insurance carried by Landlord in connection with the Project as reasonably determined by Landlord; (iv) the cost of landscaping, relamping, and all supplies, tools, equipment and materials used in the operation, repair and maintenance of the Project, or any portion thereof; (v) the cost of parking area operation, repair, restoration, and maintenance; (vi) fees and other costs, including reasonable management and/or incentive fees, consulting fees, legal fees and accounting fees, of all contractors and consultants in connection with the management, operation, maintenance and repair of the Project; (vii) payments under any equipment rental agreements and the fair rental value of any management office space; (viii) subject to item (f), below, wages, salaries and other compensation and benefits, including taxes levied thereon, of all persons engaged in the operation, maintenance and security of the Project; (ix) payments under any easement, license, operating agreement, declaration, restrictive covenant, or instrument pertaining to the sharing of costs by the Project, including, without limitation, any covenants, conditions and restrictions affecting the property, and reciprocal easement agreements affecting the Project, any parking licenses, and any agreements with transit agencies affecting the Project (collectively, “Underlying Documents”); (x) operation, repair, maintenance and replacement of all systems and equipment and components thereof of the Project; (xi) the cost of janitorial, alarm, security and other services, replacement of wall and floor coverings, ceiling tiles and fixtures in common areas, maintenance and replacement of curbs and walkways, repair to roofs and re-roofing; (xii) amortization (including interest on the unamortized cost) over the useful life as Landlord shall reasonably determine, of the cost of acquiring or the rental expense of personal properly used in the maintenance, operation and repair of the Project, or any portion thereof; (xiii) the cost of capital improvements or other costs incurred in connection with the Project (A) which are reasonably intended to reduce current or future Operating Expenses during the Lease Term on a net basis to the extent of the reductions reasonably anticipated by Landlord at the time of such expenditure to be incurred in connection therewith, (B) that are required under any governmental law or regulation enacted or enforced after the date of this Lease, or (C) that relate to the safety or security of the Project, its occupants and visitors, and are deemed advisable in the reasonable judgment of Landlord; provided, however, that any capital expenditure shall be amortized (including interest on the amortized cost) over its useful life as determined in accordance with generally accepted accounting principles; (xiv) costs, fees, charges or assessments imposed by, or resulting from any mandate imposed on Landlord by, any federal, state or local government for fire and police protection, trash removal, community services, or other services which do not constitute “Tax Expenses” as that term is defined in Section 4.2.8, below; and (xv) any fees, costs and expenses relating to operating, managing, owning, repairing, and maintaining the “Fitness Center,” as that term is defined in Section 29.36, below, or other amenities at the Project. Notwithstanding the foregoing, for purposes of this Lease, Operating Expenses shall not, however, include:

(a) costs, including marketing costs, legal fees, space planners’ fees, advertising and promotional expenses, and brokerage fees incurred in connection with the original construction or development, or original or future leasing of the Project, and costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements made for new tenants initially occupying space in the Project after the Lease Commencement Date or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Project (excluding, however, such costs relating to any common areas of the Project or parking facilities);

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(b) except as set forth in items (xii), (xiii), and (xiv) above, depreciation, interest and principal payments on mortgages and other debt costs, if any, penalties and interest, costs of capital repairs and alterations, and costs of capital improvements and equipment;

(c) costs for which the Landlord is reimbursed by any tenant or occupant of the Project or by insurance by its carrier or any tenant’s carrier or by anyone else, and electric power costs for which any tenant directly contracts with the local public service company;

(d) any bad debt loss, rent loss, or reserves for bad debts or rent loss;

(e) costs associated with the operation of the business of the partnership or entity which constitutes the Landlord, as the same are distinguished from the costs of operation of the Project (which shall specifically include, but not be limited to, accounting costs associated with the operation of the Project). Costs associated with the operation of the business of the partnership or entity which constitutes the Landlord include costs of partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of the Tenant may be in issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of the Landlord’s interest in the Project, and costs incurred in connection with any disputes between Landlord and its employees, between Landlord and Project management, or between Landlord and other tenants or occupants, and Landlord’s general corporate overhead and general and administrative expenses;

(f) the wages and benefits of any employee who does not devote substantially all of his or her employed time to the Project unless such wages and benefits are prorated to reflect time spent on operating and managing the Project vis-a-vis time spent on matters unrelated to operating and managing the Project: provided, that in no event shall Operating Expenses for purposes of this Lease include wages and/or benefits attributable to Building management personnel above the level of the on-site property manager or equivalent;

(g) amount paid as ground rental for the Project by the Landlord;

(h) except for a Project management fee to the extent allowed pursuant to item (1), below, overhead and profit increment paid to the Landlord or to subsidiaries or affiliates of the Landlord for services in the Project to the extent the same exceeds the costs of such services rendered by qualified, first-class unaffiliated third parties on a competitive basis;

(i) any compensation paid to clerks, attendants or other persons in commercial concessions operated by the Landlord, provided that any compensation paid to any concierge at the Project shall be includable as an Operating Expense;

(j) rentals and other related expenses incurred in leasing air conditioning systems, elevators or other equipment which if purchased the cost of which would be excluded from Operating Expenses as a capital cost, except equipment not affixed to the Project which is used in providing janitorial or similar services and, further excepting from this exclusion such equipment rented or leased lo remedy or ameliorate an emergency condition in the Project ;

(k) all items and services for which Tenant or any other tenant in the Project reimburses Landlord or which Landlord provides selectively to one or more tenants (other than Tenant) without reimbursement;

(I) fees payable by Landlord for management of the Project in excess of three and one-half percent (3.5%) (the “Management Fee Cap”) of Landlord’s gross rental revenues, adjusted and grossed up to reflect a one hundred percent (100%) occupancy of the Project with all tenants paying rent, including base rent, pass-throughs, and parking fees (but excluding the cost of after hours services or utilities) from the Project for any calendar year or portion thereof;

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(m) any costs expressly excluded from Operating Expenses elsewhere in this Lease;

(n) rent for any office space occupied by Project management personnel to the extent the size or rental rate of such office space exceeds the size or fair market rental value of office space occupied by management personnel of the Comparable Buildings in the vicinity of the Building, with adjustment where appropriate for the size of the applicable project;

(o) costs arising from the gross negligence or willful misconduct of Landlord or its agents, employees, vendors, contractors, or providers of materials or services;

(p) costs incurred to comply with laws relating to the removal of hazardous material (as defined under applicable law) which was in existence in the Building or on the Project prior to the Lease Commencement Date, and was of such a nature that a federal, State or municipal governmental authority, if it had then had knowledge of the presence of such hazardous material, in the state, and under the conditions that it then existed in the Building or on the Project, would have then required the removal of such hazardous material or other remedial or containment action with respect thereto; and costs incurred to remove, remedy, contain, or treat hazardous material, which hazardous material is brought into the Building or onto the Project after the date hereof by Landlord or any other tenant of the Project and is of such a nature, at that time, that a federal, State or municipal governmental authority, if it had then had knowledge of the presence of such hazardous material, in the state, and under the conditions, that it then exists in the Building or on the Project, would have then required the removal of such hazardous material or other remedial or containment action with respect thereto;

(q) costs arising from Landlord’s charitable or political contributions;

(r) any gifts provided to any entity whatsoever, including, but not limited to, Tenant, other tenants, employees, vendors, contractors, prospective tenants and agents; and

(s) the cost of any magazine, newspaper, trade or other subscriptions.

If Landlord is furnishing any particular work or service to Tenant (the cost of which, if performed by Landlord, would be included in Operating Expenses), and if Landlord is not furnishing such particular work or service to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord (and, accordingly is not paying its share of the cost of such work or service), then Operating Expenses shall be deemed to be increased by an amount equal to the additional Operating Expenses which would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant. If the Project is not at least ninety-five percent (95%) occupied during all or a portion of any Expense Year, Landlord shall make an appropriate adjustment to the components of Operating Expenses for such year to determine the amount of Operating Expenses that would have been incurred had the Project been ninety-five percent (95%) occupied; and the amount so determined shall be deemed to have been the amount of Operating Expenses for such year.

4.2.8 Taxes.

4.2.8.1 “Tax Expenses” shall mean all federal, state, county, or local governmental or municipal taxes, fees, charges or other impositions of every kind and nature, whether general, special, ordinary or extraordinary, (including, without limitation, real estate taxes, general and special assessments, transit taxes, leasehold taxes or taxes based upon the receipt of rent, including gross receipts or sales taxes applicable to the receipt of rent, unless required to be paid by Tenant, personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal property used in connection with the Project, or any portion thereof), which shall be paid or accrued during any Expense Year (without regard to any different fiscal year used by such

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governmental or municipal authority) because of or in connection with the ownership, leasing and operation of the Project, or any portion thereof.

4.2.8.2 Tax Expenses shall include, without limitation: (i) Any tax on the rent, right to rent or other income from the Project, or any portion thereof, or as against the business of leasing the Project, or any portion thereof; (ii) Any assessment, tax, fee, levy or charge in addition to, or in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of real property tax, it being acknowledged by Tenant and Landlord that Proposition 13 was adopted by the voters of the State of California in the June 1978 election (“Proposition 13”) and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly provided without charge to property owners or occupants, and, in further recognition of the decrease in the level and quality of governmental services and amenities as a result of Proposition 13, Tax Expenses shall also include any governmental or private assessments or the Project’s contribution towards a governmental or private cost-sharing agreement for the purpose of augmenting or improving the quality of services and amenities normally provided by governmental agencies; (iii) Any assessment, tax, fee, levy, or charge allocable to or measured by the area of the Premises or the Rent payable hereunder, including, without limitation, any business or gross income tax or excise tax with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof; (iv) Any assessment, tax, fee, levy or charge, upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises; and (v) All of the real estate taxes and assessments imposed upon or with respect to the Building and all of the real estate taxes and assessments imposed on or with respect to the land and other improvements of the Project.

4.2.8.3 Any costs and expenses (including, without limitation, reasonable attorneys’ and consultants’ fees) incurred in attempting to protest, reduce or minimize Tax Expenses shall be included in Tax Expenses in the Expense Year such expenses are incurred. Tax refunds shall be credited against Tax Expenses and refunded to Tenant regardless of when received, based on the Expense Year to which the refund is applicable, provided that in no event shall the amount to be refunded to Tenant for any such Expense Year exceed the total amount paid by Tenant as Additional Rent under this Article 4 for such Expense Year. If Tax Expenses for any period during the Lease Term or any extension thereof are increased after payment thereof for any reason, including, without limitation, error or reassessment by applicable governmental or municipal authorities. Tenant shall pay Landlord upon demand Tenant’s Share of any such increased Tax Expenses included by Landlord as Building Tax Expenses pursuant to the terms of this Lease. Notwithstanding anything to the contrary contained in this Section 4.2.8 (except as set forth in Section 4.2.8.1, above), there shall be excluded from Tax Expenses (i) all excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, federal and state income taxes, and other taxes to the extent applicable to Landlord’s general or net income (as opposed to rents, receipts or income attributable to operations at the Project), (ii) any items included as Operating Expenses, and (iii) any items paid by Tenant under Section 4.5 of this Lease.

4.2.9 “Tenant’s Share” shall mean the percentage set forth in Section 5 of the Summary. In the event either the rentable square feet of the Premises and/or the total rentable square feet of the Building is remeasured. Tenant’s Share shall be appropriately adjusted, and, as to the Expense Year in which such change occurs. Tenant’s Share for such Expense Year shall be determined on the basis of the number of days during such Expense Year that each such Tenant’s Share was in effect.

4.3 Allocation of Direct Expenses.

4.3.1 Method of Allocation. The parties acknowledge that the Building is a part of a multi-building project and that the costs and expenses incurred in connection with the Project (i.e. the Direct Expenses) should be shared between the tenants of the Building and the tenants of the other buildings in the Project. Accordingly, as set forth in Section 4.2 above. Direct Expenses (which consists of Operating Expenses and Tax Expenses) are determined annually for the Project as a whole, and a portion of the Direct Expenses, which portion shall be determined by Landlord on an equitable basis, shall be allocated to the tenants of the

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Building (as opposed to the tenants of any other buildings in the Project) and such portion shall be the Building Direct Expenses for purposes of this Lease. Such portion of Direct Expenses allocated to the tenants of the Building shall include all Direct Expenses attributable solely to the Building and an equitable portion of the Direct Expenses attributable to the Project as a whole.

4.3.2 Cost Pools. Landlord shall have the right, from time to time, to equitably allocate some or all of the Direct Expenses for the Project among different portions or occupants of the Project (the “Cost Pools”), in Landlord’s reasonable discretion. Such Cost Pools may include, but shall not be limited to, the office space tenants of a building of the Project or of the Project, and the retail space tenants of a building of the Project or of the Project. The Direct Expenses within each such Cost Pool shall be allocated and charged to the tenants within such Cost Pool in an equitable manner.

4.4 Calculation and Payment of Additional Rent. Tenant shall pay to Landlord, in the manner set forth in Section 4.4.1, below, and as Additional Rent, an amount equal to Tenant’s Share of Building Direct Expenses for each Expense Year.

4.4.1 Statement of Actual Building Direct Expenses and Payment by Tenant. Landlord shall use commercially reasonable efforts to give to Tenant following the end of each Expense Year, a statement (the “Statement”), which shall state the Building Direct Expenses incurred or accrued for such preceding Expense Year, and which shall indicate the amount of Tenant’s Share of Building Direct Expenses. Upon receipt of the Statement for each Expense Year commencing or ending during the Lease Term. Tenant shall pay, with its next installment of Base Rent due, the full amount of Tenant’s Share of Building Direct Expenses for such Expense Year, less the amounts, if any, paid during such Expense Year as “Estimated Building Direct Expenses,” as that term is defined in Section 4.4.2. below, and if Tenant paid more as Estimated Building Direct Expenses than the actual Tenant’s Share of Building Direct Expenses (an “Excess”). Tenant shall receive a credit in the amount of such Excess against Rent next due under this Lease. The failure of Landlord to timely furnish the Statement for any Expense Year shall not prejudice Landlord or Tenant from enforcing its rights under this Article 4. Even though the Lease Term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant’s Share of Direct Expenses for the Expense Year in which this Lease terminates, if Tenant’s Share of Building Direct Expenses is greater than the amount of Estimated Building Direct Expenses previously paid by Tenant to Landlord, Tenant shall, within thirty (30) days after receipt of the Statement, Tenant shall immediately pay to Landlord such amount, and if Tenant paid more as Estimated Building Direct Expenses than the actual Tenant’s Share of Building Direct Expenses (again, an Excess), Landlord shall, within thirty (30) days, deliver a check payable to Tenant in the amount of such Excess. The provisions of this Section 4.4.1 shall survive the expiration or earlier termination of the Lease Term.

4.4.2 Statement of Estimated Building Direct Expenses. In addition, Landlord shall give Tenant a yearly expense estimate statement (the “Estimate Statement”) which shall set forth Landlord’s reasonable estimate (the “Estimate”) of what the total amount of Building Direct Expenses for the then-current Expense Year shall be and the estimated amount of Tenant’s Share of Building Direct Expenses (the “Estimated Direct Expenses”). The failure of Landlord to timely furnish the Estimate Statement for any Expense Year shall not preclude Landlord from enforcing its rights to collect any Estimated Direct Expenses under this Article 4. nor shall Landlord be prohibited from revising any Estimate Statement or Estimated Direct Expenses theretofore delivered to the extent necessary. Thereafter, Tenant shall pay, with its next installment of Base Rent due, a fraction of the Estimated Direct Expenses for the then-current Expense Year (reduced by any amounts paid pursuant to the last sentence of this Section 4.4.2). Such fraction shall have as its numerator the number of months which have elapsed in such current Expense Year, including the month of such payment, and twelve (12) as its denominator. Until a new Estimate Statement is furnished (which Landlord shall have the right to deliver to Tenant at any time). Tenant shall pay monthly, with the monthly Base Rent installments, an amount equal to one-twelfth (1/12) of the total Estimated Direct Expenses set forth in the previous Estimate Statement delivered by Landlord to Tenant.

4.5 Taxes and Other Charges for Which Tenant Is Directly Responsible.

4.5.1 Tenant shall be liable for and shall pay ten (10) days before delinquency, taxes levied against Tenant’s equipment, furniture, fixtures and any other personal property located in or about the Premises. If any such taxes on Tenant’s equipment, furniture, fixtures and any other personal property are levied against Landlord or Landlord’s property or if the assessed

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value of Landlord’s property is increased by the inclusion therein of a value placed upon such equipment, furniture, fixtures or any other personal property and if Landlord pays the taxes based upon such increased assessment, which Landlord shall have the right to do regardless of the validity thereof but only under proper protest if requested by Tenant, Tenant shall upon demand repay to Landlord the taxes so levied against Landlord or the proportion of such taxes resulting from such increase in the assessment, as the case may be.

4.5.2 If the tenant improvements in the Premises (other than the Tenant Improvements to be constructed by Landlord pursuant to the terms of the Tenant Work Letter), whether installed and/or paid for by Landlord or Tenant and whether or not affixed to the real property so as to become a part thereof, are assessed for real property tax purposes at a valuation higher than the valuation at which tenant improvements conforming to Landlord’s “building standard” in other space in the Building are assessed, then the Tax Expenses levied against Landlord or the property by reason of such excess assessed valuation shall be deemed to be taxes levied against personal property of Tenant and shall be governed by the provisions of Section 4.5.1. above.

4.5.3 Notwithstanding any contrary provision herein. Tenant shall pay prior to delinquency any (i) rent tax or sales tax, service tax, transfer tax or value added tax. or any other applicable tax on the rent or services herein or otherwise respecting this Lease, (ii) taxes assessed upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion of the Project, including the Project parking facility; or (iii) taxes assessed upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises.

4.6 Landlord’s Books and Records. Within ninety (90) days after receipt by Tenant of a Statement, if Tenant disputes the amount of Building Direct Expenses set forth in the Statement, a reputable certified public accountant (which accountant is a member of a reputable independent nationally or regionally recognized accounting firm and has had previous experience in reviewing financial operating records of landlords of office buildings: provided that such accountant is not retained by Tenant on a contingency fee basis), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records with respect to the particular Statement at issue, at Landlord’s offices, provided that Tenant is not then in default under this Lease (beyond any applicable notice and cure period provided under this Lease) and Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, as the case may be. In connection with such inspection. Tenant and Tenant’s agents must agree in advance to follow Landlord’s reasonable rules and procedures regarding inspections of Landlord’s records, and shall execute a commercially reasonable confidentiality agreement regarding such inspection. Tenant’s failure to dispute the amount of Building Direct Expenses set forth in any Statement within ninety (90) days of Tenant’s receipt of such Statement shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, Tenant still disputes such Building Direct Expenses, a determination as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant (the “Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if such determination by the Accountant proves that Building Direct Expenses were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid for by Landlord. In any event, Landlord shall make an appropriate reimbursement to Tenant of the amount that is determined to be owing to Tenant due to any such overstatement, provided that any such reimbursement may, at Landlord’s option, instead be credited against the Tenant’s Share of Building Direct Expenses next coming due under this Lease, unless the Lease Term has expired, in which event Landlord shall refund the appropriate amount to Tenant. In no event shall this Section 4.6 be deemed to allow any review of any of Landlord’s records by any subtenant of Tenant. Tenant agrees that this Section 4.6 shall be the sole method to be used by Tenant to dispute the amount of any Building Direct Expenses payable or not payable by Tenant pursuant to the terms of this Lease, and Tenant hereby waives any other rights at law or in equity relating thereto.

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ARTICLE 5

USE OF PREMISES

5.1 Permitted Use, Tenant shall use the Premises solely for the Permitted Use set forth in Section 7 of the Summary and Tenant shall not use or permit the Premises or the Project to be used for any other purpose or purposes whatsoever without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion.

5.2 Prohibited Uses. Tenant further covenants and agrees that Tenant shall not use, or suffer or permit any person or persons to use, the Premises or any part thereof for any use or purpose contrary to the provisions of the Rules and Regulations set forth in Exhibit D, attached hereto, or in violation of the laws of the United States of America, the State of California, or the ordinances, regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Project, including, without limitation, any such laws, ordinances, regulations or requirements relating to hazardous materials or substances, as those terms are defined by applicable laws now or hereafter in effect. Tenant shall not allow occupancy density of use of the Premises which is greater than the average density of the other tenants of the Project. Tenant shall not do or permit anything to be done in or about the Premises which will in any way damage the reputation of the Project or obstruct or interfere with the rights of other tenants or occupants of the Building, or injure or annoy them or use or allow the Premises to be used for any improper, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises. Tenant shall comply with, and Tenant’s rights and obligations under the Lease and Tenant’s use of the Premises shall be subject and subordinate to, all recorded easements, covenants, conditions, and restrictions now or hereafter affecting the Project.

ARTICLE 6

SERVICES AND UTILITIES

6.1 Standard Tenant Services. Landlord shall provide the following services on all days (unless otherwise slated below) during the Lease Term.

6.1.1 Subject to limitations imposed by all governmental rules, regulations and guidelines applicable thereto, Landlord shall provide heating and air conditioning (“HVAC”) when necessary for normal comfort for normal office use in the Premises, as determined by Landlord, from 8:00 A.M. to 6:00 P.M. Monday through Friday (collectively, the “Building Hours”), except for the dates of observation of New Year’s Day, Independence Day, Labor Day, Memorial Day, Thanksgiving Day, Christmas Day and, at Landlord’s discretion, other locally or nationally recognized holidays which are observed by other Comparable Buildings (collectively, the “Holidays”).

6.1.2 Landlord shall provide adequate electrical wiring and facilities for connection to Tenant’s lighting fixtures and incidental use equipment that are. as reasonably determined by Landlord, customarily furnished in Comparable Buildings for the Permitted Use of the Premises. Tenant shall bear the cost of replacement of lamps, starters and ballasts for non-Building standard lighting fixtures within the Premises.

6.1.3 Landlord shall provide city water from the regular Building outlets for drinking, lavatory and toilet purposes in the Building Common Areas.

6.1.4 Landlord shall provide janitorial services to the Premises, except for weekends and the date of observation of the Holidays, in and about the Premises and window washing services in a manner consistent with other comparable buildings in the vicinity of the Building.

6.1.5 Landlord shall provide nonexclusive, non-attended automatic passenger elevator service during the Building Hours, shall have one elevator available at all other times, including on the Holidays, and shall provide nonexclusive, non-attended automatic passenger escalator service during Building Hours only.

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6.1.6 Landlord shall provide nonexclusive freight elevator service subject to scheduling by Landlord.

Tenant shall cooperate fully with Landlord at all times and abide by all regulations and requirements that Landlord may reasonably prescribe for the proper functioning and protection of the HVAC. electrical, mechanical and plumbing systems.

6.2 Overstandard Tenant Use. Tenant shall not, without Landlord’s prior written consent, use heat-generating machines, machines other than normal fractional horsepower office machines, or equipment or lighting other than Building standard lights in the Premises, which may affect the temperature otherwise maintained by the air conditioning system or increase the water normally furnished for the Premises by Landlord pursuant to the terms of Section 6.1 of this Lease. If Tenant uses water, heat or air conditioning in excess of that supplied by Landlord pursuant to Section 6.1 of this Lease, or if Tenant uses electricity in excess o that customarily used by other Tenants of the Building or Project, as reasonably determined by Landlord, then tenant shall pay to Landlord, upon billing, the actual cost of such excess consumption, the cost of the installation, operation, and maintenance of equipment which is installed in order to supply such excess consumption, and the cost of the increased wear and tear on existing equipment caused by such excess consumption; and Landlord may install devices to separately meter any increased use and in such event Tenant shall pay the increased cost directly to Landlord, on demand, at the rates charged by the public utility company furnishing the same, including the cost of installing, testing and maintaining of such additional metering devices. Tenant’s use of electricity shall never exceed the capacity of the feeders to the Project or the risers or wiring installation, and subject to the terms of Section 29.32. below. Tenant shall not install or use or permit the installation or use of any computer or electronic data processing equipment in the Premises, without the prior written consent of Landlord; provided, however, that Tenant shall be allowed to install and use customary office equipment, computers, and a server (wireless or otherwise) network without the prior written consent of Landlord. If Tenant desires to use heat, ventilation or air conditioning during hours other than those for which Landlord is obligated to supply such utilities pursuant to the terms of Section 6.1 of this Lease. Tenant shall give Landlord such prior notice, if any, as Landlord shall from time to time establish as appropriate, of’Tenant’s desired use in order to supply such utilities, and Landlord shall supply such utilities to ‘Tenant at such hourly cost to Tenant (which shall be treated as Additional Tent) as Landlord shall from time to time establish.

6.3 Interruption of Use. Tenant agrees that Landlord shall not be liable for damages, by abatement of Rent or otherwise; for failure to furnish or delay in furnishing any service (including telephone and telecommunication services), or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by breakage, repairs, replacements, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas. water, or other fuel at the Building or Project after reasonable effort to do so. by any riot or other dangerous condition, emergency, accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control: and such failures or delays or diminution shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve tenant from paying Rent or performing any of its obligations under this Lease Furthermore, Landlord shall not be liable under any circumstances for a loss of, or injury to, property or for injury to, or interference with. Tenant’s business, including, without limitation, loss of profits, however occurring, through or in connection with or incidental to a failure to furnish any of the services or utilities as set forth in this Article 6.

6.4 Rent Abatement. If Landlord fails to perform the obligations required of Landlord under the terms of this Lease and such failure causes all or a portion of the Premises to be untenantable and unusable by ‘Tenant and such failure relates to the nonfunctioning of the heat, ventilation, and air conditioning system in the Premises, the electricity in the Premises, the nonfunctioning of the elevator service to the Premises, or a failure to provide access to the Premises, tenant shall give Landlord notice (the “Initial Notice”), specifying such failure to perform by Landlord (the “Landlord Default”), If Landlord has not cured such Landlord Default within three (3) business days after the receipt of the Initial Notice, Tenant may, upon written notice to Landlord, immediately abate Rent payable under this Lease for that portion of the Premises rendered untenantable and not used by Tenant for the period beginning on the date five (5) business days after the Initial Notice to the earlier of the date Landlord cures such Landlord Default or the date tenant recommences the use of such portion of the Premises. Such

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right to abate Rent shall be Tenant’s sole and exclusive remedy at law or in equity for a Landlord Default. Except as provided in this Section 6.4. nothing contained herein shall be interpreted to mean that tenant is excused from paying Rent due hereunder.

ARTICLE 7

REPAIRS

Tenant shall, at Tenant’s own expense, keep the Premises, including all improvements, fixtures and furnishings therein, and the floor or floors of the Building on which the Premises are located, in good order, repair and condition at all times during the Lease Term, reasonable wear and tear excepted. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject lo the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear or beyond the reasonable control of Tenant or, subject to the waiver of subrogation set forth in Section 10.5 below, caused by the negligence of the Landlord or Landlord Parties (as defined in Section 10.1 below); provided however, that, at Landlord’s option, or if Tenant fails to make such repairs, Landlord may, but need not. make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement with such repairs and replacements forthwith upon being billed for same. Notwithstanding the foregoing. Landlord shall be responsible for repairs to the exterior walls, foundation and roof of the Building, the structural portions of the floors of the Building, and the systems and equipment of the Building (all of which, to Landlord’s knowledge, are in good working order and repair as of the Lease Commencement Date), except to the extent that such repairs are required due to the negligence or willful misconduct of Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall nevertheless make such repairs at Tenant’s expense, or, if covered by Landlord’s insurance, Tenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements or additions to the Premises or to the Project or to any equipment located in the Project as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

ARTICLE 8

ADDITIONS AND ALTERATIONS

8.1 Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent shall not be unreasonably withheld by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building. Notwithstanding the foregoing. Tenant shall be permitted to make Alterations following ten (10) business days notice to Landlord, but without Landlord’s prior consent, to the extent that such Alterations are decorative only (i.e. installation of carpeting or painting of the Premises). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

8.2 Manner of Construction. Landlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable, including, but not limited to, the requirement that Tenant utilize for such purposes only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, the requirement that upon Landlord’s request, Tenant shall, at Tenant’s expense, remove such Alterations upon the expiration or any early termination of the Lease Term. Tenant shall construct such Alterations and perform such repairs in a good and workmanlike manner, in conformance with any and all applicable federal, state, county or municipal laws, rules and regulations and pursuant to a valid building permit, issued by the City of Sunnyvale, all in conformance with Landlord’s construction rules and regulations; provided, however, that prior to commencing to construct any Alteration. Tenant shall meet with Landlord to discuss Landlord’s design parameters and code compliance issues. In the event Tenant performs any Alterations in the Premises which require or give rise to governmentally required changes to the “Base Building,” as that term is defined below, then Landlord shall, at Tenant’s expense, make such changes to the Base Building. The “Base Building” shall include the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. In performing the work of any such Alterations, Tenant shall have the work performed in such manner so as not to obstruct access to the Project or any portion thereof, by any other tenant of the Project, and so as not to obstruct the business of Landlord or other tenants in the Project. Tenant shall not use (and upon notice from Landlord shall cease using) contractors, services, workmen, labor, materials or equipment that, in

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Landlord’s reasonable judgment, would disturb labor harmony with the workforce or trades engaged in performing other work, labor or services in or about the Building or the Common Areas. In addition to Tenant’s obligations under Article 9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of Santa Clara in accordance with Section 3093 of the California Civil Code or any successor statute and furnish a copy thereof to Landlord upon recordation, and timely give all notices required pursuant to Section 3259.5 of the California Civil Code or any successor statute (failing which. Landlord may itself execute and file such Notice of Completion and give such notices on behalf of Tenant as Tenant’s agent for such purpose), and Tenant shall deliver to the Project construction manager (A) a reproducible print copy, and (B) an electronic CAD file, of the “as built” drawings of the Alterations as well as all permits, approvals and other documents issued by any governmental agency in connection with the Alterations. Based upon such “as built” drawings and other documents provided by Tenant, Landlord shall, at Tenant’s expense, update Landlord’s “as-built” master plans for the floor(s) on which the Premises are located, if any. including updated vellums and electronic CAD files, all of which may be modified by Landlord from time-to-time, and the current versions of which shall be made available to Tenant upon Tenant’s request.

8.3 Payment for Improvements. If payment is made directly to contractors, Tenant shall (i) comply with Landlord’s requirements for final lien releases and waivers in connection with Tenant’s payment for work to contractors, and (ii) sign Landlord’s standard contractor’s rules and regulations. If Tenant orders any work directly from Landlord, Tenant shall pay to Landlord, in cash prior to the commencement of construction by Landlord, all costs of such work, including an amount equal to five percent (5%) of the cost of such work to compensate Landlord for all overhead, general conditions, fees and other costs and expenses arising from Landlord’s involvement with such work (collectively, the “Alteration Costs”); provided, however, to the extent that Landlord provides Tenant with a monetary allowance in connection with such work, Tenant shall only be required to pay to Landlord the amount by which the Alteration Costs exceed such allowance. If Tenant does not order any work directly from Landlord, Tenant shall reimburse Landlord for Landlord’s reasonable, actual, out-of-pocket costs and expenses actually incurred in connection with Landlord’s review of such work.

8.4 Construction Insurance. In addition to the requirements of Article 10 of this Lease, in the event that Tenant makes any Alterations, prior to the commencement of such Alterations, Tenant shall provide Landlord with evidence that Tenant carries “Builder’s All Risk” insurance in an amount approved by Landlord (which shall in no event be less than the amount actually carried by Tenant) covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Tenant shall obtain and deliver to Landlord certificates of insurance and applicable endorsements from all Third Party Contractors (defined below) at least seven (7) business days prior to the commencement of work in or about the Premises by any vendor or any other third-party contractor (each, a “Third Party Contractor”). All such insurance shall (a) name Landlord, and any other party that Landlord so specifies, as an additional insured under such party’s liability policies (including, without limitation, with respect to premises operations and product-completed operations coverages) as required by

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Section 10.3.1 below and this Section 8.4, (b) provide a waiver of subrogation in favor of Landlord under each such Third Party Contractor’s commercial general liability insurance, (c) be primary and any insurance carried by Landlord shall be excess and non-contributing, and (d) comply with Landlord’s minimum insurance requirements, with coverage amounts as reasonably required by Landlord, which shall in no event be less than the amount actually carried by any such Third Party Contractor. In addition, Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee.

8.5 Landlord’s Property. All Alterations, improvements, fixtures, equipment and/or appurtenances which may be installed or placed in or about the Premises, from time to time, shall be at the sole cost of Tenant and shall be and become the property of Landlord, except that Tenant may remove any Alterations, improvements, fixtures and/or equipment which Tenant can substantiate to Landlord have not been paid for with any Tenant improvement allowance funds provided to Tenant by Landlord, provided Tenant repairs any damage to the Premises and Building caused by such removal and returns the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. Furthermore, Landlord may, by written notice to Tenant either prior to or following the end of the Lease Term, or given following any earlier termination of this Lease, require Tenant, at Tenant’s expense, to remove any Alterations or improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a building standard tenant improved condition as determined by Landlord. If Tenant fails to complete such removal and/or to repair any damage caused by the removal of any Alterations or improvements in the Premises and return the affected portion of the Premises to a building standard tenant improved condition as reasonably determined by Landlord, Landlord may do so and may charge the cost thereof to Tenant. Except to the extent resulting from the negligence or willful misconduct of Landlord, or Landlord’s employees, agents or contractors, Tenant hereby protects, defends, indemnifies and holds Landlord harmless from any liability, cost, obligation, expense or claim of lien in any manner relating to the installation, placement, removal or financing of any such Alterations, improvements, fixtures and/or equipment in, on or about the Premises, which obligations of tenant shall survive the expiration or earlier termination of this Lease.

8.6 Tenant Improvement Allowance. During the initial Lease Term, Landlord shall pay to Tenant in accordance with this Section 8.6 an amount not to exceed the amount of $5,000.00 (the “Tenant Improvement Allowance”), provided as of the date on which Landlord is required to make any payment or credit thereof, (i) this Lease is in full force and effect, and (ii) no default under this Lease shall have occurred and be continuing. The Tenant Improvement Allowance shall be payable on account of (i) costs of labor directly related to, and materials delivered to the Premises in connection with, any Alterations performed by Tenant during the initial Lease Term, and (ii) costs, incurred by Tenant during the initial Lease Term, of furniture and equipment (inclusive of wiring and white boards) acquired for use in the Premises. Tenant shall not be entitled to receive any portion of the Tenant Improvement Allowance not actually expended by Tenant pursuant to the immediately preceding sentence. Upon the occurrence of the date that is the day following the expiration of Lease Month 62, any amount of the Tenant Improvement Allowance that has not been previously disbursed shall be retained by Landlord. Landlord shall make payments, from time to time but not more frequently than once per month, of any applicable portion of the Tenant Improvement Allowance to Tenant within thirty (30) days after submission by Tenant to Landlord of a written requisition therefor, signed by the chief financial officer of Tenant and accompanied by (A) copies of paid invoices covering Tenant’s performance of all Alterations theretofore approved by Landlord in accordance with this Article 8 or copies of paid invoices for any costs described in item (ii) above, (B) a written certification from Tenant’s architect stating that all Alterations described on such invoices (if applicable) have been completed in accordance with the final plans therefor, that such work has been paid in full by Tenant and that all contractors, subcontractors and material suppliers have delivered to Tenant final, unconditional waivers and releases of lien with respect to such work (copies of which shall be included with such architect’s certification), (C) proof of the satisfactory completion of all required inspections and the issuance of any required approvals and sign-offs by all governmental bodies having jurisdiction over the Building with respect to any Alterations performed by Tenant, (D) final “as-built” plans and specifications for any Alterations performed by Tenant, and (E) such other documents and information as Landlord may reasonably request. Tenant shall pay all costs of Alterations in excess of the Tenant Improvement Allowance.

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ARTICLE 9

COVENANT AGAINST LIENS

Tenant shall keep the Project and Premises free from any liens or encumbrances arising out of the work performed, materials furnished or obligations incurred by or on behalf of Tenant, and shall protect, defend, indemnify and hold Landlord harmless from and against any claims, liabilities, judgments or costs (including, without limitation, reasonable attorneys’ fees and costs) arising out of same or in connection therewith. Tenant shall give Landlord notice at least twenty (20) days prior to the commencement of any such work on the Premises (or such additional time as may be necessary under applicable laws) to afford Landlord the opportunity of posting and recording appropriate notices of non-responsibility. Tenant shall remove any such lien or encumbrance by bond or otherwise within ten (10) business days after notice by Landlord, and if Tenant shall fail to do so, Landlord may pay the amount necessary to remove such lien or encumbrance, without being responsible for investigating the validity thereof. The amount so paid shall be deemed Additional Rent under this Lease payable upon demand, without limitation as to other remedies available to Landlord under this Lease. Nothing contained in this Lease shall authorize Tenant to do any act which shall subject Landlord’s title to the Building or Premises to any liens or encumbrances whether claimed by operation of law or express or implied contract. Any claim to a lien or encumbrance upon the Building or Premises arising in connection with any such work or respecting the Premises not performed by or at the request of Landlord shall be null and void, or at Landlord’s option shall attach only against Tenant’s interest in the Premises and shall in all respects be subordinate to Landlord’s title to the Project, Building and Premises.

ARTICLE 10

INSURANCE

10.1 Indemnification and Waiver. Tenant hereby assumes all risk of damage to property or injury to persons in or upon the Premises from any cause whatsoever (including, but not limited to, any personal injuries resulting from a slip and fall in or upon the Premises) and agrees that Landlord, its subsidiaries, affiliates, partners, sub partners, members and their respective officers, directors, shareholders, partners, agents, servants, employees, and independent contractors (collectively, “Landlord Parties”) shall not be liable for, and are hereby released from any responsibility for, any damage either to person or property or resulting from the loss of use thereof, which damage is sustained by tenant or by other persons claiming through Tenant, Tenant shall indemnify, defend, protect, and hold harmless the Landlord Parties from any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys’ fees) incurred in connection with or arising from any cause in, on or about the Premises (including, but not limited to, a slip and fall), any acts, omissions or negligence of Tenant or of any person claiming by, through or under Tenant, or of the contractors, agents, servants, employees, invitees, guests or licensees of tenant or any such person, in, on or about the Project or any breach of the terms of this Lease, either prior to, during, or after the expiration of the Lease Term, provided that the terms of the foregoing indemnity shall not apply to the negligence or willful misconduct of Landlord or Landlord Parties. Should Landlord be named as a defendant in any suit brought against Tenant in connection with or arising out of Tenant’s occupancy of the Premises, Tenant shall pay to Landlord its costs and expenses incurred in such suit, including without limitation, its actual professional fees such as reasonable appraisers’, accountants’ and attorneys’ fees. The provisions of this Section 10.1 shall survive the expiration or sooner termination of this Lease with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination. Notwithstanding anything to the contrary contained in this Lease, nothing in this Lease shall impose any obligations on Tenant or Landlord to be responsible or liable for, and each hereby releases the other from all liability for, consequential damages other than those consequential damages incurred by Landlord in connection with a holdover of the Premises by Tenant after the expiration or earlier termination of this Lease or incurred by Landlord in connection with any repair, physical construction or improvement work performed by or on behalf of Tenant in the Project; provided, however, Tenant shall not be responsible for any direct or consequential damages resulting from Landlord’s or Contractor’s acts in connection with the completion by Landlord of the tenant Improvements in the Premises pursuant to the Tenant Work Letter.

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10.2 Tenant’s Compliance With Landlord’s Fire and Casualty Insurance. Tenant shall, at Tenant’s expense, comply with all insurance company requirements pertaining to the use of the Premises. If Tenant’s conduct or use of the Premises causes any increase in the premium for such insurance policies then Tenant shall reimburse Landlord for any such increase. Tenant, at Tenant’s expense, shall comply with all rules, orders, regulations or requirements of the American Insurance Association (formerly the National Board of Fire Underwriters) and with any similar body.

10.3 Tenant’s Insurance, Tenant shall maintain the following coverages in the following amounts.

10.3.1 Commercial General Liability Insurance on an occurrence form covering the insured against claims of bodily injury, personal injury and property damage (including loss of use thereof) arising out of Tenant’s operations, and contractual liabilities (covering the performance by Tenant of its indemnity agreements) including a Broad Form endorsement covering the insuring provisions of this Lease and the performance by Tenant of the indemnity agreements set forth in Section 10.1 of this Lease, for limits of liability not less than that actually carried by Tenant, which shall be no less than:

Bodily Injury and	$3,000,000 each occurrence
Property Damage Liability	$3,000,000 annual aggregate
Personal Injury Liability	$3,000,000 each occurrence
	$3,000,000 annual aggregate
	0% Insured’s participation

10.3.2 Physical Damage Insurance covering (i) all office furniture, business and trade fixtures, office equipment, free-standing cabinet work, movable partitions, merchandise and all other items of Tenant’s properly on the Premises installed by, for, or at the expense of Tenant, (ii) the “Tenant Improvements.” as that term is defined in the Tenant Work Letter, and any other improvements which exist in the Premises as of the Lease Commencement Date (excluding the Base Building) (the “Original Improvements”), and (iii) all other improvements, alterations and additions to the Premises. Such insurance shall be written on an “all risks” of physical loss or damage basis, for the full replacement cost value (subject to reasonable deductible amounts) new without deduction for depreciation of the covered items and in amounts that meet any co-insurance clauses of the policies of insurance and shall include coverage for damage or other loss caused by fire or other peril including, but not limited to, vandalism and malicious mischief, theft, water damage of any type, including sprinkler leakage, bursting or stoppage of pipes, and explosion, and providing business interruption coverage for a period of one year.

10.3.3 Worker’s Compensation and Employer’s Liability or other similar insurance pursuant to all applicable state and local statutes and regulations.

10.4 Form of Policies. The minimum limits of policies of insurance required of Tenant under this Lease shall in no event limit the liability of Tenant under this Lease. Such insurance shall (i) name Landlord, and any other party the Landlord so specifies, as an additional named insured, including Landlord’s managing agent, if any; (ii) specifically cover the liability assumed by Tenant under this Lease, including, but not limited to, Tenant’s obligations under Section 10.1 of this Lease; (iii) be issued by an insurance company having a rating of not less than A-X in Best’s Insurance Guide or which is otherwise acceptable to Landlord and licensed to do business in the State of California; (iv) be primary insurance as to all claims thereunder and provide that any insurance carried by Landlord is excess and is non-contributing with any insurance requirement of Tenant; (v) be in form and content reasonably acceptable to Landlord; and (vi) provide that said insurance shall not be canceled or coverage changed unless thirty (30) days’ prior written notice shall have been given to Landlord and any mortgagee of Landlord. Tenant shall deliver said policy or policies or certificates thereof to Landlord on or before the Lease Commencement Date and at least thirty (30) days before the expiration dates thereof. In the event Tenant shall fail to procure such insurance, or to deliver such policies or certificates, Landlord may, at its option, procure such policies for the account of Tenant, and the cost thereof shall be paid to Landlord within five (5) days after delivery to Tenant of bills therefor.

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10.5 Subrogation. Landlord and Tenant intend that their respective property loss risks shall be borne by reasonable insurance carriers to the extent above provided, and Landlord and Tenant hereby agree to look solely to, and seek recovery only from, their respective insurance carriers in the event of a property loss to the extent that such coverage is agreed to be provided hereunder. The parties each hereby waive all rights and claims against each other for such losses, and waive all rights of subrogation of their respective insurers, provided such waiver of subrogation shall not affect the right of the insured to recover thereunder. The parties agree that their respective insurance policies are now. or shall be. endorsed such that the waiver of subrogation shall not affect the right of the insured to recover thereunder, so long as no material additional premium is charged therefor.

10.6 Additional Insurance Obligations. Tenant shall carry and maintain during the entire Lease Term, at Tenant’s sole cost and expense, increased amounts of the insurance required to be carried by Tenant pursuant to this Article 10 and such other reasonable types of insurance coverage and in such reasonable amounts covering the Premises and Tenant’s operations therein, as may be reasonably requested by Landlord, but in no event in excess of the amounts and types of insurance then being required by landlords of other Comparable Buildings.

ARTICLE II

DAMAGE AND DESTRUCTION

11.1 Repair of Damage to Premises by Landlord. Tenant shall promptly notify Landlord of any damage to the Premises resulting from fire or any other casualty. If the Premises or any Common Areas serving or providing access to the Premises shall be damaged by fire or other casualty, Landlord shall promptly and diligently, subject lo reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Article 11, restore the Base Building and such Common Areas. Such restoration shall be to substantially the same condition of the Base Building and the Common Areas prior to the casualty, except for modifications required by zoning and building codes and other laws or by the holder of a mortgage on the Building or Project or any other modifications to the Common Areas deemed desirable by Landlord, which are consistent with the character of the Project, provided that access to the Premises and any common restrooms serving the Premises shall not be materially impaired. Upon the occurrence of any damage to the Premises, upon notice (the “Landlord Repair Notice”) to Tenant from Landlord, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 10.3 of this Lease, and Landlord shall repair any injury or damage to the Tenant Improvements and the Original Improvements installed in the Premises and shall return such Tenant Improvements and Original Improvements to their original condition; provided that if the cost of such repair by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant’s insurance carrier, as assigned by Tenant, the cost of such repairs shall be paid by Tenant to Landlord prior to Landlord’s commencement of repair of the damage. In the event that Landlord does not deliver the Landlord Repair Notice within sixty (60) days following the date the casualty becomes known to Landlord. Tenant shall, at its sole cost and expense, repair any injury or damage to the Tenant Improvements and the Original Improvements installed in the Premises and shall return such ‘Tenant Improvements and Original Improvements to their original condition. Whether or not Landlord delivers a Landlord Repair Notice, prior to the commencement of construction, Tenant shall submit to Landlord, for Landlord’s review and approval, all plans, specifications and working drawings relating thereto, and Landlord shall select the contractors to perform such improvement work. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury) to Tenant’s business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or Common Areas necessary to Tenant’s occupancy, and the Premises are not occupied by Tenant as a result thereof, then during the time and to the extent the Premises are unfit for occupancy, the Rent shall be abated in proportion to the ratio that the amount of rentable square feet of the Premises which is unfit for occupancy for the purposes permitted under this Lease bears to the total rentable square feet of the Premises. In the event that Landlord shall not deliver the Landlord Repair Notice. Tenant’s right to rent abatement pursuant to the preceding sentence shall terminate as of the date which is reasonably determined by Landlord to be the date Tenant should have completed repairs to the Premises assuming Tenant used reasonable due diligence in connection therewith.

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11.2 Landlord’s Option to Repair. Notwithstanding the terms of Section 11.1 of this Lease, Landlord may elect not to rebuild and/or restore the Premises. Building and/or Project, and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after the date of discovery of the damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises, but Landlord may so elect only if the Building or Project shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, and one or more of the following conditions is present: (i) in Landlord’s reasonable judgment, repairs cannot reasonably be completed within two hundred seventy (270) days after the date of discovery of the damage (when such repairs are made without the payment of overtime or other premiums); (ii) the holder of any mortgage on the Building or Project or ground lessor with respect to the Building or Project shall require that the insurance proceeds or any portion thereof be used to retire the mortgage debt, or shall terminate the ground lease, as the case may be; (iii) the damage is not fully covered by Landlord’s insurance policies: (iv) Landlord decides to rebuild the Building or Common Areas so that they will be substantially different structurally or architecturally: (v) the damage occurs during the last twelve (12) months of the Lease Term; or (vi) any owner of any other portion of the Project, other than Landlord, does not intend to repair the damage to such portion of the Project; provided, however, that if Landlord does not elect to terminate this Lease pursuant to Landlord’s termination right as provided above, and the repairs cannot, in the reasonable opinion of Landlord, be completed within two hundred seventy (270) days after being commenced. Tenant may elect, no earlier than sixty (60) days after the date of the damage and not later than ninety (90) days alter the date of such damage, to terminate this Lease by written notice to Landlord effective as of the date specified in the notice, which date shall not be less than thirty (30) days nor more than sixty (60) days after the dale such notice is given by Tenant. Furthermore, if neither Landlord nor Tenant has terminated this Lease, and the repairs are not actually completed within two hundred seventy (270) days after being commenced or such longer period as Landlord’s contractor had estimated would be required to complete such repairs (subject to extension for delays caused by Force Majeure and delays caused by Tenant). Tenant shall have the right to terminate this Lease during the first five (5) business days of each calendar month following the end of such period until such time as the repairs are complete, by notice to Landlord (the “Damage Termination Notice”), effective as of a date set forth in the Damage Termination Notice (the “Damage Termination Date”), which Damage Termination Date shall not be less than ten (10) business days following the end of each such month. Notwithstanding the foregoing, if Tenant delivers a Damage Termination Notice to Landlord, then Landlord shall have the right to suspend the occurrence of the Damage Termination Date for a period ending thirty (30) days after the Damage Termination Dale set forth in the Damage Termination Notice by delivering to Tenant, within five (5) business days of Landlord’s receipt of the Damage Termination Notice, a certificate of Landlord’s contractor responsible for the repair of the damage certifying that it is such contractor’s good faith judgment that the repairs shall be substantially completed within thirty (30) days after the Damage Termination Date. If repairs shall be substantially completed prior to the expiration of such thirty-day period, then the Damage Termination Notice shall be of no force or effect, but if the repairs shall not be substantially completed within such third-day period, then this Lease shall terminate upon the expiration of such thirty-day period. At any time, from time to time, after the date occurring sixty (60) days after the date of the damage. Tenant may request that Landlord inform Tenant of Landlord’s reasonable opinion of the date of completion of the repairs and Landlord shall respond to such request within five (5) business days. Notwithstanding the provisions of this Section 11.2, Tenant shall have the right to terminate this Lease under this Section 11.2 only if, as a result of the damage, Tenant cannot reasonably conduct business from the Premises.

11.3 Waiver of Statutory Provisions. The provisions of this Lease, including this Article 11, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building or the Project, and any statute or regulation of the State of California, including, without limitation. Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building or the Project.

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ARTICLE 12

NONWAIVER

No provision of this Lease shall be deemed waived by either party hereto unless expressly waived in a writing signed thereby. The waiver by either party hereto of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent breach of same or any other term, covenant or condition herein contained. The subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord’s knowledge of such preceding breach at the time of acceptance of such Rent. No acceptance of a lesser amount than the Rent herein stipulated shall be deemed a waiver of Landlord’s right to receive the full amount due, nor shall any endorsement or statement on any check or payment or any letter accompanying such check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the full amount due. No receipt of monies by Landlord from Tenant after the termination of this Lease shall in any way alter the length of the Lease Term or of Tenant’s right of possession hereunder, or after the giving of any notice shall reinstate, continue or extend the Lease Term or affect any notice given Tenant prior to the receipt of such monies, it being agreed that after the service of notice or the commencement of a suit, or after final judgment for possession of the Premises, Landlord may receive and collect any Rent due, and the payment of said Rent shall not waive or affect said notice, suit or judgment.

ARTICLE 13

CONDEMNATION

If the whole or any part of the Premises, Building or Project shall be taken by power of eminent domain or condemned by any competent authority for any public or quasi-public use or purpose, or if any adjacent property or street shall be so taken or condemned, or reconfigured or vacated by such authority in such manner as to require the use, reconstruction or remodeling of any part of the Premises, Building or Project, or if Landlord shall grant a deed or other instrument in lieu of such taking by eminent domain or condemnation, Landlord shall have the option to terminate this Lease effective as of the date possession is required to be surrendered to the authority. If more than twenty-five percent (25%) of the rentable square feet of the Premises is taken, or if access to the Premises is substantially impaired, in each case for a period in excess of one hundred eighty (180) days, Tenant shall have the option to terminate this Lease effective as of the date possession is required to be surrendered to the authority, Tenant shall not because of such taking assert any claim against Landlord or the authority for any compensation because of such taking and Landlord shall be entitled to the entire award or payment in connection therewith, except that Tenant shall have the right to file any separate claim available to Tenant for any taking of Tenant’s personal property and fixtures belonging to Tenant and removable by Tenant upon expiration of the Lease Term pursuant to the terms of this Lease, and for moving expenses, so long as such claims do not diminish the award available to Landlord, its ground lessor with respect to the Building or Project or its mortgagee, and such claim is payable separately to Tenant. All Rent shall be apportioned as of the date of such termination. If any part of the Premises shall be taken, and this Lease shall not be so terminated, the Rent shall be proportionately abated. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of The California Code of Civil Procedure. Notwithstanding anything to the contrary contained in this Article 13, in the event of a temporary taking of all or any portion of the Premises for a period of one hundred and eighty (180) days or less, then this Lease shall not terminate but the Base Rent and the Additional Rent shall be abated for the period of such taking in proportion to the ratio that the amount of rentable square feet of the Premises taken bears to the total rentable square feet of the Premises. Landlord shall be entitled to receive the entire award made in connection with any such temporary taking.

ARTICLE 14

ASSIGNMENT AND SUBLETTING

14.1 Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). If Tenant desires Landlord’s consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the “Transfer Notice”) shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the “Subject Space”), (iii) all of the terms of the proposed Transfer and the consideration therefor, including calculation of the “Transfer Premium”, as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed

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Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, provided that Landlord shall have the right to require Tenant to utilize Landlord’s standard Transfer documents in connection with the documentation of such Transfer, (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed Transferee and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee’s business and proposed use of the Subject Space, and (v) an executed estoppel certificate from Tenant in the form attached hereto as Exhibit E. Any Transfer made without Landlord’s prior written consent shall, at Landlord’s option, be null, void and of no effect, and shall, at Landlord’s option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord’s reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’, accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord, within thirty (30) days after written request by Landlord, in an amount not to exceed Two Thousand Five Hundred and No/100 Dollars ($2,500.00) in the aggregate, but such limitation of fees shall only apply to the extent such Transfer is in the ordinary course of business. Landlord and Tenant hereby agree that a proposed Transfer shall not be considered “in the ordinary course of business” if such Transfer involves the review of documentation by Landlord on more than two (2) occasions.

14.2 Landlord’s Consent. Landlord shall not unreasonably withhold or delay its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply;

14.2.1 The Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building or the Project,

14.2.2 The Transferee intends to use the Subject Space for purposes which are not permitted under this Lease;

14.2.3 The Transferee is either a governmental agency or instrumentality thereof;

14.2.4 The Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities to be undertaken in connection with the Transfer on the date consent is requested;

14.2.5 The proposed Transfer would cause a violation of another lease for space in the Project, or would give an occupant of the Project a right to cancel its lease; or

14.2.6 Either the proposed Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, (i) occupies space in the Project at the time of the request for consent, or (ii) is negotiating with Landlord or has negotiated with Landlord during the six (6) month period immediately preceding the date Landlord receives the Transfer Notice, to lease space in the Project.

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If Landlord consents to any Transfer pursuant to the terms of this Section 14.2 (and does not exercise any recapture rights Landlord may have under Section 14.4 of this Lease). Tenant may within six (6) months after Landlord’s consent, but not later than the expiration of said six-month period, enter into such Transfer of the Premises or portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord pursuant to Section 14.1 of this Lease, provided that if there are any changes in the terms and conditions from those specified in the Transfer Notice (i) such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.2. or (ii) which would cause the proposed Transfer to be more favorable to the Transferee than the terms set forth in Tenant’s original Transfer Notice. Tenant shall again submit the Transfer to Landlord for its approval and other action under this Article 14 (including Landlord’s right of recapture, if any, under Section 14.4 of this Lease). Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent under Section 14.2 or otherwise has breached or acted unreasonably under this Article 14, their sole remedies shall be a suit for contract damages (other than damages for injury to, or interference with, Tenant’s business including, without limitation, loss of profits, however occurring) or declaratory judgment and an injunction for the relief sought, and Tenant hereby waives all other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all applicable laws, on behalf of the proposed Transferee.

14.3 Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium.” as that term is defined in this Section 14.3, received by Tenant from such Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred. “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, any debt relief benefiting Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer.

14.4 Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, in the event Tenant contemplates a Transfer of all or a portion of the Premises (or in the event of any other Transfer or Transfers entered into by Tenant as a subterfuge in order to avoid the terms of this Section 14.4), Tenant shall give Landlord notice (the “Intention to Transfer Notice”) of such contemplated Transfer (whether or not the contemplated Transferee or the terms of such contemplated Transfer have been determined). The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Section 14.4 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the term set forth in the Intention to Transfer Notice. Thereafter, Landlord shall have the option, by giving written notice to Tenant within thirty (30) days after receipt of any Intention to Transfer Notice, to recapture the Contemplated Transfer Space. Such recapture shall cancel and terminate this Lease with respect to such Contemplated Transfer Space as of the Contemplated Effective Date. In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner, to recapture such Contemplated Transfer Space under this Section 14.4. then, subject to the other terms of this Article 14, for a period of nine (9) months (the “Nine Month Period”) commencing on the last day of such thirty (30) day period, Landlord shall not have any right to recapture the Contemplated Transfer Space with respect to any Transfer made during the Nine Month Period.

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provided that any such Transfer is substantially on the terms set forth in the Intention to Transfer Notice, and provided further that any such Transfer shall be subject to the remaining terms of this Article 14. If such a Transfer is not so consummated within the Nine Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Nine Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Section 14.4.

14.5 Effect of Transfer. If Landlord consents to a Transfer, (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified, (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord’s costs of such audit.

14.6 Additional Transfers. For purposes of this Lease, the term “Transfer” shall also include (i) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of fifty percent (50%) or more of the partners, or transfer of fifty percent (50%) or more of partnership interests, within a twelve (12)-month period, or the dissolution of the partnership without immediate reconstitution thereof, and (ii) if Tenant is a closely held corporation (i.e., whose stock is not publicly held and not traded through an exchange or over the counter), (A) the dissolution, merger, consolidation or other reorganization of Tenant or (B) the sale or other transfer of an aggregate of fifty percent (50%) or more of the voting shares of Tenant (other than to immediate family members by reason of gift or death), within a twelve (12)-month period, or (C) the sale, mortgage, hypothecation or pledge of an aggregate of fifty percent (50%) or more of the value of the unencumbered assets of Tenant within a twelve (12)-month period.

14.7 Occurrence of Default. Any Transfer hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any Transfer, Landlord shall have the right to: (i) treat such Transfer as cancelled and repossess the Subject Space by any lawful means, or (ii) require that such Transferee attorn to and recognize Landlord as its landlord under any such Transfer. If Tenant shall be in default under this Lease, Landlord is hereby irrevocably authorized, as Tenant’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease) until such default is cured. Such Transferee shall rely on any representation by Landlord that Tenant is in default hereunder, without any need for confirmation thereof by Tenant. Upon any assignment, the assignee shall assume in writing all obligations and covenants of Tenant thereafter to be performed or observed under this Lease. No collection or acceptance of rent by Landlord from any Transferee shall be deemed a waiver of any provision of this Article 14 or the approval of any Transferee or a release of Tenant from any obligation under this Lease, whether theretofore or thereafter accruing. In no event shall Landlord’s enforcement of any provision of this Lease against any Transferee be deemed a waiver of Landlord’s right to enforce any term of this Lease against tenant or any other person. If Tenant’s obligations hereunder have been guaranteed, Landlord’s consent to any Transfer shall not be effective unless the guarantor also consents to such Transfer.

14.8 Permitted Transfers. Notwithstanding anything to the contrary contained in this Article 14. in the event of a Transfer by Tenant to a Transferee which is an affiliate of Tenant (an “Affiliate”) (an entity which is controlled by, controls, or is under common control with, Tenant), while subject to all other provisions of this Article 14, such Transfer to Tenant’s Affiliate shall not require Landlord’s consent under Sections 14.1 and 14.2. above, and shall not

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be subject to Sections 14.3 or 14.4. above, provided that Tenant notifies Landlord of any such Transfer to Tenant’s Affiliate and promptly supplies Landlord with any documents or information requested by Landlord regarding such Transfer or Affiliate, and further provided that such Transfer is not a subterfuge by Tenant to avoid its obligations under this Lease. “Control,” as used in this Section 14.8. shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. As used herein, “Permitted Assignee” shall mean an entity to which Tenant’s entire interest under this Lease is assigned (or which succeeds to Tenant’s entire interest under this Lease) in accordance with this Section 14.8.

ARTICLE 15

SURRENDER OF PREMISES; OWNERSHIP AND

REMOVAL OF TRADE FIXTURES

15.1 Surrender of Premises. No act or thing done by Landlord or any agent or employee of Landlord during the Lease Term shall be deemed to constitute an acceptance by Landlord of a surrender of the Premises unless such intent is specifically acknowledged in writing by Landlord. The delivery of keys to the Premises to Landlord or any agent or employee of Landlord shall not constitute a surrender of the Premises or effect a termination of this Lease, whether or not the keys are thereafter retained by Landlord, and notwithstanding such delivery Tenant shall be entitled to the return of such keys at any reasonable time upon request until this Lease shall have been properly terminated. The voluntary or other surrender of this Lease by Tenant, whether accepted by Landlord or not, or a mutual termination hereof, shall not work a merger, and at the option of Landlord shall operate as an assignment to Landlord of all subleases or subtenancies affecting the Premises or terminate any or all such sublessees or subtenancies.

15.2 Removal of Tenant Property by Tenant. Upon the expiration of the Lease Term, or upon any earlier termination of this Lease, Tenant shall, subject to the provisions of this Article 15, quit and surrender possession of the Premises to Landlord in as good order and condition as when Tenant took possession and as thereafter improved by Landlord and/or Tenant, reasonable wear and tear and repairs which are specifically made the responsibility of Landlord hereunder excepted. Upon such expiration or termination. Tenant shall, without expense to Landlord, remove or cause to be removed from the Premises all debris and rubbish, and such items of furniture, equipment, business and trade fixtures, free-standing cabinet work, movable partitions and other articles of personal property owned by Tenant or installed or placed by Tenant at its expense in the Premises, and such similar articles of any other persons claiming under Tenant, as Landlord may, in its sole discretion, require to be removed (the notification of which may be provided to Tenant either prior to or following the expiration or earlier termination of this Lease), and Tenant shall repair at its own expense all damage to the Premises and Building resulting from such removal.

ARTICLE 16

HOLDING OVER

If Tenant holds over after the expiration of the Lease Term or earlier termination thereof, with or without the express or implied consent of Landlord, such tenancy shall be from month-to-month only, and shall not constitute a renewal hereof or an extension for any further term, and in such case Rent shall be payable at a monthly rate equal to the product of (i) the Rent applicable during the last rental period of the Lease term under this Lease, and (ii) a percentage equal to 150% during the first two (2) months immediately following the expiration or earlier termination of the Lease Term, and 200% thereafter. Such month-to-month tenancy shall be subject to every other applicable term, covenant and agreement contained herein. Nothing contained in this Article 16 shall be construed as consent by Landlord to any holding over by Tenant, and Landlord expressly reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided in this Lease upon the expiration or other termination of this Lease. The provisions of this Article 16 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant fails to surrender the Premises upon the termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys’ fees) and liability resulting from such failure, including, without limiting the generality of the foregoing, any claims made by any succeeding tenant founded upon such failure to surrender and any lost profits to Landlord resulting therefrom.

ARTICLE 17

ESTOPPEL CERTIFICATES

Within twenty (20) days following a request in writing by Landlord. Tenant shall execute, acknowledge and deliver to Landlord an estoppel certificate, which, as submitted by Landlord, shall be substantially in the form of Exhibit E attached hereto (or such other form as may be required by any prospective mortgagee or purchaser of the Project, or any portion thereof). indicating therein any exceptions thereto that may exist at that time, and shall also contain any other information reasonably requested by Landlord or Landlord’s mortgagee or prospective mortgagee. Any such certificate may be relied upon by any prospective mortgagee or purchaser

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of all or any portion of the Project. Tenant shall execute and deliver whatever other instruments may be reasonably required for such purposes. At any time during the Lease Term, Landlord may require Tenant to provide Landlord with a current financial statement and financial statements of the two (2) years prior to the current financial statement year. Such statements shall be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. Failure of Tenant to timely execute, acknowledge and deliver such estoppel certificate or other instruments shall constitute an acceptance of the Premises and an acknowledgment by Tenant that statements included in the estoppel certificate are true and correct, without exception.

ARTICLE 18

SUBORDINATION

This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto, Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant timely pays the rent and observes and performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant. As of the date of this Lease, there are no ground or underlying leases, mortgages or deeds of trust encumbering the Building or the Project. Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases, Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the ‘Tenant hereunder in the event of any foreclosure proceeding or sale.

ARTICLE 19

DEFAULTS; REMEDIES

19.1 Events of Default. The occurrence of any of the following shall constitute a default of this Lease by Tenant:

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19.1.1 Any failure by Tenant to pay any Rent or any other charge required to be paid under this Lease, or any part thereof, when due unless such failure is cured within five (5) business days after notice; or

19.1.2 Except where a specific time period is otherwise set forth for Tenant’s performance in this Lease, in which event the failure to perform by Tenant within such time period shall be a default by Tenant under this Section 19.1.2, any failure by Tenant to observe or perform any other provision, covenant or condition of this Lease to be observed or performed by Tenant where such failure continues for thirty (30) days after written notice thereof from Landlord to Tenant; provided that if the nature of such default is such that the same cannot reasonably be cured within a thirty (30) day period, Tenant shall not be deemed to be in default if it diligently commences such cure within such period and thereafter diligently proceeds to rectify and cure such default; or

19.1.3 Intentionally Deleted; or

19.1.4 The failure by Tenant to observe or perform according to the provisions of Articles 5, 14, 17 or 18 of this Lease where such failure continues for more than two (2) business days after notice from Landlord; or

19.1.5 Tenant’s failure to occupy the Premises within thirty (30) business days after the Lease Commencement Date.

The notice periods provided herein are in lieu of, and not in addition to, any notice periods provided by law.

19.2 Remedies Upon Default. Upon the occurrence of any event of default by Tenant, Landlord shall have, in addition to any other remedies available to Landlord at law or in equity (all of which remedies shall be distinct, separate and cumulative), the option to pursue any one or more of the following remedies, each and all of which shall be cumulative and nonexclusive, without any notice or demand whatsoever.

19.2.1 Terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying the Premises or any part thereof, without being liable for prosecution or any claim or damages therefore; and Landlord may recover from Tenant the following:

(i) The worth at the time of award of the unpaid rent which has been earned at the time of such termination; plus

(ii) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided: plus

(iii) The worth at the time of award of the amount by which the unpaid rent for the balance of the Lease Term after the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus

(iv) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, specifically including but not limited to, brokerage commissions and advertising expenses incurred, expenses of remodeling the Premises or any portion thereof for a new tenant, whether for the same or a different use, and any special concessions made to obtain a new tenant; and

(v) At Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law.

The term “rent” as used in this Section 19.2 shall be deemed to be and to mean all sums of every nature required to be paid by Tenant pursuant to the terms of this Lease, whether to Landlord or to others. As used in Sections 19.2.l (i) and (ii) above, the “worth at the time of

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award” shall be computed by allowing interest at the rate set forth in Article 25 of this Lease, but in no case greater than the maximum amount of such interest permitted by law. As used in Section 19.2.1 (iii) above, the “worth at the time of award” shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

19.2.2 Landlord shall have the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee’s breach and abandonment and recover rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasonable limitations). Accordingly, if Landlord does not elect to terminate this Lease on account of any default by Tenant, Landlord may, from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease, including the right to recover all rent as it becomes due.

19.2.3 Landlord shall at all times have the rights and remedies (which shall be cumulative with each other and cumulative and in addition to those rights and remedies available under Sections 19.2.1 and 19.2.2, above, or any law or other provision of this Lease), without prior demand or notice except as required by applicable law, to seek any declaratory, injunctive or other equitable relief, and specifically enforce this Lease, or restrain or enjoin a violation or breach of any provision hereof.

19.3 Subleases of Tenant. Whether or not Landlord elects to terminate this Lease on account of any default by Tenant, as set forth in this Article 19. Landlord shall have the right to terminate any and all subleases, licenses, concessions or other consensual arrangements for possession entered into by Tenant and affecting the Premises or may, in Landlord’s sole discretion, succeed to Tenant’s interest in such subleases, licenses, concessions or arrangements. In the event of Landlord’s election to succeed to Tenant’s interest in any such subleases, licenses, concessions or arrangements, Tenant shall, as of the date of notice by Landlord of such election, have no further right to or interest in the rent or other consideration receivable thereunder.

19.4 Form of Payment After Default. Following the occurrence of three (3) financial events of default by Tenant in any twelve (12) consecutive month period, Landlord shall have the right to require either or both of the following: (i) that all subsequent amounts required to be paid by Tenant to Landlord pursuant to this Lease, be paid in advance on a quarterly basis, and/or (ii) that any or all subsequent amounts paid by Tenant to Landlord hereunder, whether to cure the default in question or otherwise, be paid in the form of cash, money order, cashier’s or certified check drawn on an institution acceptable to Landlord, or by other means approved by Landlord, notwithstanding any prior practice of accepting payments in any different form.

19.5 Efforts to Relet. No re-entry or repossession, repairs, maintenance, changes, alterations and additions, reletting, appointment of a receiver to protect Landlord’s interests hereunder, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant’s right to possession, or to accept a surrender of the Premises, nor shall same operate to release Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express written notice of such intention is sent by Landlord to Tenant. Tenant hereby irrevocably waives any right otherwise available under any law to redeem or reinstate this Lease.

ARTICLE 20

COVENANT OF QUIET ENJOYMENT

Landlord covenants that Tenant, on paying the Rent, charges for services and other payments herein reserved and on keeping, observing and performing all the other terms, covenants, conditions, provisions and agreements herein contained on the part of Tenant to be kept, observed and performed, shall, during the Lease Term, peaceably and quietly have, hold and enjoy the Premises subject to the terms, covenants, conditions, provisions and agreements hereof without interference by any persons lawfully claiming by or through Landlord. The foregoing covenant is in lieu of any other covenant express or implied.

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ARTICLE 21

SECURITY DEPOSIT

Concurrently with Tenant’s execution of this Lease. Tenant shall deposit with Landlord a security deposit (the “Security Deposit”) in the amount set forth in Section 8 of the Summary, as security for the faithful performance by Tenant of all of its obligations under this Lease. If tenant defaults with respect to any provisions of this Lease, including, but not limited to, the provisions relating to the payment of Rent, the removal of property and the repair of resultant damage, Landlord may, without notice to Tenant, but shall not be required to apply all or any part of the Security Deposit for the payment of any Rent or any other sum in default and Tenant shall, upon demand therefor, restore the Security Deposit to its original amount. Any unapplied portion of the Security Deposit shall be returned to Tenant, or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder, within sixty (60) days following the expiration of the Lease Term. Tenant shall not be entitled to any interest on the Security Deposit. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, or any successor statute, and all other provisions of law, now or hereafter in effect, which (i) establish the time frame by which a landlord must refund a security deposit under a lease, and/or (ii) provide that a landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by a tenant or to clean the premises, it being agreed that Landlord may, in addition, claim those sums specified in this Article 21 above and/or those sums reasonably necessary to compensate Landlord for any loss of damage caused by Tenant’s default under this Lease, including, but not limited to, all damages or rent due upon termination of this Lease pursuant to Section 1951.2 of the California Civil Code.

ARTICLE 22

INTENTIONALLY OMITTED

ARTICLE 23

SIGNS

23.1 Full Floors. Subject to Landlord’s prior written approval, in its sole discretion, and provided all signs are in keeping with the quality, design and style of the Building and Project. Tenant, if the Premises comprise an entire floor of the Building, at its sole cost and expense, may install identification signage anywhere in the Premises including in the elevator lobby of the Premises, provided that such signs must not be visible from the exterior of the Building.

23.2 Multi-Tenant Floors. If other tenants occupy space on the floor on which the Premises is located, Tenant’s identifying signage shall be provided by Landlord, at Tenant’s cost, and such signage shall be comparable to that used by Landlord for other similar floors in the Building and shall comply with Landlord’s then-current Building standard signage program.

23.3 Prohibited Signage and Other Items. Any signs, notices, logos, pictures, names or advertisements which are installed and that have not been separately approved by Landlord may be removed without notice by Landlord at the sole expense of Tenant. Tenant may not install any signs on the exterior or roof of the Project or the Common Areas. Any signs, window coverings, or blinds (even if the same are located behind the Landlord-approved window coverings for the Building), or other items visible from the exterior of the Premises or Building, shall be subject to the prior approval of Landlord, in its sole discretion.

23.4 Building Directory. A building directory will be located in the lobby of the Building. Tenant shall have the right, at Tenant’s sole cost and expense, to display Tenant’s name in such directory. In the event that Landlord elects, in its sole discretion, to replace the currently existing fixed Building directory with an electronic directory, Tenant shall have the right, at Tenant’s sole cost and expense, to display Tenant’s name in such electronic directory.

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ARTICLE 24

COMPLIANCE WITH LAW

Tenant shall not do anything or suffer anything to be done in or about the Premises or the Project which will in any way conflict with any law, statute, ordinance or other governmental rule, regulation or requirement now in force or which may hereafter be enacted or promulgated. At its sole cost and expense, Tenant shall promptly comply with all such governmental measures. Should any standard or regulation now or hereafter be imposed on Landlord or Tenant by a state, federal or local governmental body charged with the establishment, regulation and enforcement of occupational, health or safety standards for employers, employees, landlords or tenants, then Tenant agrees, at its sole cost and expense, to comply promptly with such standards or regulations. Tenant shall be responsible, at its sole cost and expense, to make all alterations to the Premises as are required to comply with the governmental rules, regulations, requirements or standards described in this Article 24. The judgment of any court of competent jurisdiction or the admission of Tenant in any judicial action, regardless of whether Landlord is a party thereto, that Tenant has violated any of said governmental measures, shall be conclusive of that fact as between Landlord and Tenant.

ARTICLE 25

LATE CHARGES

If any installment of Rent or any other sum due from Tenant shall not be received by Landlord or Landlord’s designee within five (5) business days after Tenant’s receipt of written notice from Landlord that said amount is due, then Tenant shall pay to Landlord a late charge equal to five percent (5%) of the overdue amount plus any reasonable attorneys’ fees incurred by Landlord by reason of Tenant’s failure to pay Rent and/or other charges when due hereunder. The late charge shall be deemed Additional Rent and the right to require it shall be in addition to all of Landlord’s other rights and remedies hereunder or at law and shall not be construed as liquidated damages or as limiting Landlord’s remedies in any manner. In addition to the late charge described above, any Rent or other amounts owing hereunder which are not paid within ten (10) days after the date they are due shall bear interest from the date when due until paid at a rate per annum equal to the lesser of (i) the annual “Bank Prime Loan” rate cited in the Federal Reserve Statistical Release Publication 11.15(519), published weekly (or such other comparable index as Landlord and Tenant shall reasonably agree upon if such rate ceases to be published) plus two (2) percentage points, and (ii) the highest rate permitted by applicable law.

ARTICLE 26

LANDLORD’S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT

26.1 Landlord’s Cure. All covenants and agreements to be kept or performed by Tenant under this Lease shall be performed by Tenant at Tenant’s sole cost and expense and without any reduction of Rent, except to the extent, if any, otherwise expressly provided herein. If Tenant shall fail to perform any obligation under this Lease, and such failure shall continue in excess of the time allowed under Section 19.1.2. above, unless a specific time period is otherwise stated in this Lease, Landlord may, but shall not be obligated to, make any such payment or perform any such act on Tenant’s part without waiving its rights based upon any default of Tenant and without releasing Tenant from any obligations hereunder.

26.2 Tenant’s Reimbursement. Except as may be specifically provided to the contrary in this Lease. Tenant shall pay to Landlord, upon delivery by Landlord to Tenant of statements therefor: (i) sums equal to expenditures reasonably made and obligations incurred by Landlord in connection with the remedying by Landlord of Tenant’s defaults pursuant to the provisions of Section 26.1; (ii) sums equal to all losses, costs, liabilities, damages and expenses referred to in Article 10 of this Lease; and (iii) sums equal to all expenditures made and obligations incurred by Landlord in collecting or attempting to collect the Rent or in enforcing or attempting to enforce any rights of Landlord under this Lease or pursuant to law, including, without limitation, all reasonable legal fees and other amounts so expended. Tenant’s obligations under this Section 26.2 shall survive the expiration or sooner termination of the Lease Term.

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ARTICLE 27

ENTRY BY LANDLORD

Landlord reserves the right at all reasonable times and upon reasonable notice to Tenant (except in the case of an emergency) to enter the Premises to (i) inspect them; (ii) show the Premises to prospective purchasers, or to current or prospective mortgagees, ground or underlying lessors or insurers or, during the last twelve (12) months of the Lease term. to prospective tenants; (iii) post notices of nonresponsibilily; or (iv) alter, improve or repair the Premises or the Building, or for structural alterations, repairs or improvements to the Building or the Building’s systems and equipment. Notwithstanding anything to the contrary contained in this Article 27. Landlord may enter the Premises at any time to (A) perform services required of Landlord, including janitorial service; (B) take possession due to any breach of this Lease in the manner provided herein; and (C) perform any covenants of Tenant which Tenant fails to perform. Landlord may make any such entries without the abatement of Rent, except as otherwise provided in this Lease, and may take such reasonable steps as required to accomplish the stated purposes. Tenant hereby waives any claims for damages or for any injuries or inconvenience to or interference with Tenant’s business, lost profits, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. For each of the above purposes. Landlord shall at all times have a key with which to unlock all the doors in the Premises, excluding Tenant’s vaults, safes and special security areas designated in advance by Tenant. In an emergency. Landlord shall have the right to use any means that Landlord may deem proper to open the doors in and to the Premises. Any entry into the Premises by Landlord in the manner hereinbefore described shall not be deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an actual or constructive eviction of Tenant from any portion of the Premises. No provision of this Lease shall be construed as obligating Landlord to perform any repairs, alterations or decorations except as otherwise expressly agreed to be performed by Landlord herein.

ARTICLE 28

TENANT PARKING

Tenant shall have the right to use, commencing on the Lease Commencement Date, up to the amount of parking passes set forth in Section 9 of the Summary, on a monthly basis throughout the Lease Term, which parking passes shall pertain to the Project parking facility. Tenant shall be responsible for the full amount of any taxes imposed by any governmental authority in connection with the use of such parking passes by Tenant or the use of the parking facility by Tenant. Tenant’s continued right to use the parking passes is conditioned upon Tenant abiding by all rules and regulations which are prescribed from time to time Tor the orderly operation and use of the parking facility where the parking passes are located, including any sticker or other identification system established by Landlord, Tenant’s cooperation in seeing that Tenant’s employees and visitors also comply with such rules and regulations and Tenant not being in default under this Lease. Landlord specifically reserves the right to change the size, configuration, design, layout and all other aspects of the Project parking facility at any time and Tenant acknowledges and agrees that Landlord may, without incurring any liability to Tenant and without any abatement of Rent under this Lease. from time to time, close-off or restrict access to the Project parking facility for purposes of permitting or facilitating any such construction, alteration or improvements. Landlord may, at any time, institute valet assisted parking, tandem parking stalls, “stack” parking, or other parking program within the Project parking facility. Landlord may delegate its responsibilities hereunder to a parking operator in which case such parking operator shall have all the rights of control attributed hereby to the Landlord. The parking passes provided by Landlord to Tenant pursuant to this Article 28 are provided to Tenant solely for use by Tenant’s own personnel and such passes may not be transferred, assigned, subleased or otherwise alienated by Tenant without Landlord’s prior approval. Tenant may validate visitor parking by such method or methods as the Landlord may establish, at the validation rate from time to time generally applicable to visitor parking. The Project parking facility includes an underground parking facility (the “City Parking Access Area”), which is available for public parking as set forth in this Article 28. The City of” Sunnyvale has the right, pursuant to that certain Declaration of Covenants. Conditions, and Restrictions and Reciprocal Easement Agreement (Downtown Sunnyvale Parking Structures) dated as of November 15, 2000 and recorded November 22, 2000, as Instrument Number 15470449 in the Official Records of Santa Clara County, California, to use 320 parking spaces in

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the City Parking Access Area for public parking during the hours of 6:00 PM and 6:00 AM. Monday through Friday, and at all times on Saturdays and Sundays and to use the entire Project parking facility for public parking for “special events” during evening and weekend hours up to eight (8) times per year as specified by the City of Sunnyvale (collectively, the “City Parking Rights”). All parking rights of Tenant under this Lease are subject to the City Parking Rights, including without limitation the right of the City of Sunnyvale to collect fees for parking in the City Parking Access Area during the hours of 6:00 PM and 6:00 AM. Monday through Friday, and at all times on Saturdays and Sundays. Landlord shall have the right to make reasonable modifications to the City Parking Rights, or to create, accept or adopt additional City Parking Rights, so long as they do not materially adversely affect Tenant’s parking rights as provided in this Article 28.

ARTICLE 29

MISCELLANEOUS PROVISIONS

29.1 Terms; Captions. The words “Landlord” and “Tenant” as used herein shall include the plural as well as the singular. The necessary grammatical changes required to make the provisions hereof apply either to corporations or partnerships or individuals, men or women, as the case may require, shall in all cases be assumed as though in each case fully expressed. The captions of Articles and Sections are for convenience only and shall not be deemed to limit, construe, affect or alter the meaning of such Articles and Sections.

29.2 Binding Effect. Subject to all other provisions of this Lease, each of the covenants, conditions and provisions of this Lease shall extend to and shall, as the case may require, bind or inure to the benefit not only of Landlord and of Tenant, but also of their respective heirs, personal representatives, successors or assigns, provided this clause shall not permit any assignment by Tenant contrary to the provisions of Article 14 of this Lease.

29.3 No Air Rights. No rights to any view or to light or air over any property, whether belonging to Landlord or any other person, are granted to tenant by this Lease. If at any time any windows of the Premises are temporarily darkened or the light or view therefrom is obstructed by reason of any repairs, improvements, maintenance or cleaning in or about the Project, the same shall be without liability to Landlord and without any reduction or diminution of Tenant’s obligations under this Lease.

29.4 Modification of Lease. Should any current or prospective mortgagee or ground lessor for the Building or Project require a modification of this Lease, which modification will not cause an increased cost or expense to Tenant or in any other way materially and adversely change the rights and obligations of Tenant hereunder, then and in such event, Tenant agrees that this Lease may be so modified and agrees to execute whatever documents are reasonably required therefor and to deliver the same to Landlord within ten (10) business days following a request therefor. At the request of Landlord or any mortgagee or ground lessor, Tenant agrees to execute a short form of Lease and deliver the same to Landlord within ten (10) business days following the request therefor.

29.5 Transfer of Landlord’s Interest. Tenant acknowledges that Landlord has the right to transfer all or any portion of its interest in the Project or Building and in this Lease, and Tenant agrees that in the event of any such transfer, Landlord shall automatically be released from all liability under this Lease and Tenant agrees to look solely to such transferee for the performance of Landlord’s obligations hereunder after the date of transfer and such transferee shall be deemed to have fully assumed and be liable for all obligations of this Lease to be performed by Landlord, including the return of any Security Deposit, and Tenant shall attorn to such transferee.

29.6 Prohibition Against Recording. Except as provided in Section 29.4 of this Lease, neither this Lease, nor any memorandum, affidavit or other writing with respect thereto, shall be recorded by Tenant or by anyone acting through, under or on behalf of Tenant.

29.7 Landlord’s Title. Landlord’s title is and always shall be paramount to the title of Tenant. Nothing herein contained shall empower Tenant to do any act which can, shall or may encumber the title of Landlord.

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29.8 Relationship of Parties. Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent, partnership, joint venturer or any association between Landlord and Tenant.

29.9 Application of Payments. Landlord shall have the right to apply payments received from Tenant pursuant to this Lease, regardless ofTenant’s designation of such payments, to satisfy any obligations of Tenant hereunder, in such order and amounts as Landlord, in its sole discretion, may elect.

29.10 Time of Essence. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor.

29.11 Partial Invalidity. If any term, provision or condition contained in this Lease shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term, provision or condition lo persons or circumstances other than those with respect to which it is invalid or unenforceable, shall not be affected thereby, and each and every other term, provision and condition of this Lease shall be valid and enforceable to the fullest extent possible permitted by law.

29.12 No Warranty. In executing and delivering this Lease. Tenant has not relied on any representations, including, but not limited to, any representation as to the amount of any item comprising Additional Rent or the amount of the Additional Rent in the aggregate or that Landlord is furnishing the same services to other tenants, at all, on the same level or on the same basis, or any warranty or any statement of Landlord which is not set forth herein or in one or more of the exhibits attached hereto.

29.13 Landlord Exculpation. The liability of Landlord or the Landlord Parties to Tenant for any default by Landlord under this Lease or arising in connection herewith or with Landlord’s operation, management, leasing, repair, renovation, alteration or any other matter relating to the Project or the Premises shall be limited solely and exclusively to an amount which is equal to the lesser of (a) the interest of Landlord in the Building or (b) the equity interest Landlord would have in the Building if the Building were encumbered by third-party debt in an amount equal to eighty percent (80%) of the value of the Building (as such value is determined by Landlord), provided that in no event shall such liability extend to any sales or insurance proceeds received by Landlord or the Landlord Parties in connection with the Project. Building or Premises. Neither Landlord, nor any of the Landlord Parties shall have any personal liability therefor, and Tenant hereby expressly waives and releases such personal liability on behalf of itself and all persons claiming by, through or under Tenant. The limitations of liability contained in this Section 29.13 shall inure to the benefit of Landlord’s and the Landlord Parties’ present and future partners, beneficiaries, officers, directors, trustees, shareholders, agents and employees, and their respective partners, heirs, successors and assigns. Under no circumstances shall any present or future partner of Landlord (if Landlord is a partnership), or trustee or beneficiary (if Landlord or any partner of Landlord is a trust), have any liability for the performance of Landlord’s obligations under this Lease. Notwithstanding any contrary provision herein, neither Landlord nor the Landlord Parties shall be liable under any circumstances for injury or damage to, or interference with, Tenant’s business, including but not limited to, loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use. in each case, however occurring.

29.14 Entire Agreement. It is understood and acknowledged that there are no oral agreements between the parties hereto affecting this Lease and this Lease constitutes the parties’ entire agreement with respect to the leasing of the Premises and supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between the parties hereto or displayed by Landlord to Tenant with respect to the subject matter thereof, and none thereof shall be used to interpret or construe this Lease. None of the terms, covenants, conditions or provisions of this Lease can be modified, deleted or added to except in writing signed by the parties hereto.

29.15 Right to Lease. Landlord reserves the absolute right to effect such other tenancies in the Project as Landlord in the exercise of its sole business judgment shall determine to best promote the interests of the Building or Project. Tenant does not rely on the fact, nor does Landlord represent, that any specific tenant or type or number of tenants shall, during the Lease Term, occupy any space in the Building or Project.

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29.16 Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, acts of war, terrorist acts, inability to obtain services, labor, or materials or reasonable substitutes therefor, governmental actions, civil commotions, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perform, except with respect to the obligations imposed with regard to Rent and other charges to be paid by Tenant pursuant to this Lease (collectively, a “Force Majeure”), notwithstanding anything to the contrary contained in this Lease, shall excuse the performance of such party for a period equal to any such prevention, delay or stoppage and, therefore, if this Lease specifies a time period for performance of an obligation of either party, that time period shall be extended by the period of any delay in such party’s performance caused by a Force Majeure.

29.17 Waiver of Redemption by Tenant. Tenant hereby waives, for Tenant and for all those claiming under Tenant, any and all rights now or hereafter existing to redeem by order or judgment of any court or by any legal process or writ, Tenant’s right of occupancy of the Premises after any termination of this Lease.

29.18 Notices. All notices, demands, statements, designations, approvals or other communications (collectively, “Notices”) given or required to be given by either party to the other hereunder or by law shall be in writing, shall be (A) sent by United States certified or registered mail, postage prepaid, return receipt requested (“Mail”), (B) transmitted by telecopy, if such telecopy is promptly followed by a Notice sent by Mail, (C) delivered by a nationally recognized overnight courier, or (D) delivered personally. Any Notice shall be sent, transmitted, or delivered, as the case may be, to Tenant at the appropriate address set forth in Section 10 of the Summary, or to such other place as Tenant may from time to time designate in a Notice to Landlord, or to Landlord at the addresses set forth below, or to such other places as Landlord may from time to time designate in a Notice to Tenant. Any Notice will be deemed given (i) three (3) days after the date it is posted if sent by Mail, (ii) the date the telecopy is transmitted, (iii) the date the overnight courier delivery is made, or (iv) the date personal delivery is made. As of the date of this Lease, any Notices to Landlord must be sent, transmitted, or delivered, as the case may be, to the following addresses:

Jones Lang LaSalle Americas Inc.

Park Place al Bay Meadows

1200 Park Place, Suite 330

San Mateo. California 94403

Attention: Karen Braun, Vice President, General Manager

and

J.P. Morgan Investment Management Inc.

1999 Avenue of the Stars, 26th Floor

Los Angeles, California 90067

Attention: Steven M. Zaun, Vice President

and

Allen Matkins Leek Gamble Mallory & Natsis LLP

1901 Avenue of the Stars

Suite 1800

Los Angeles, California 90067

Attention: Anton N. Natsis, Esq.

29.19 Joint and Several. If there is more than one Tenant, the obligations imposed upon Tenant under this Lease shall be joint and several.

29.20 Authority. If Tenant is a corporation, trust or partnership, each individual executing this Lease on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in California and that Tenant has full right and authority to execute and deliver this Lease and that each person signing on behalf of Tenant is authorized to do so. In such event, Tenant shall, within ten (10) days after execution of this Lease, deliver to Landlord satisfactory evidence of such authority and, if a corporation, upon demand by Landlord, also deliver to Landlord satisfactory evidence of (i) good standing in Tenant’s state of incorporation and (ii) qualification to do business in California.

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29.21 Attorneys’ Fees. In the event that either Landlord or Tenant should bring suit for the possession of the Premises, for the recovery of any sum due under this Lease, or because of the breach of any provision of this Lease or for any other relief against the other, then all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party therein shall be paid by the other party, which obligation on the part of the other party shall be deemed to have accrued on the date of the commencement of such action and shall be enforceable whether or not the action is prosecuted to judgment.

29.22 Governing Law; WAIVER OF TRIAL BY JURY. This Lease shall be construed and enforced in accordance with the laws of the State of California. IN ANY ACTION OR PROCEEDING ARISING HEREFROM, LANDLORD AND TENANT HEREBY CONSENT TO (I) THE JURISDICTION OF ANY COMPETENT COURT WITHIN THE STATE OF CALIFORNIA, (II) SERVICE OF PROCESS BY ANY MEANS AUTHORIZED BY CALIFORNIA LAW, AND (III) IN THE INTEREST OF SAVING TIME AND EXPENSE. TRIAL WITHOUT A JURY IN ANY ACTION. PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR THEIR SUCCESSORS IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY. IN THE EVENT LANDLORD COMMENCES ANY SUMMARY PROCEEDINGS OR ACTION FOR NONPAYMENT OF BASE RENT OR ADDITIONAL RENT, TENANT SHALL NOT INTERPOSE ANY COUNTERCLAIM OF ANY NATURE OR DESCRIPTION (UNLESS SUCH COUNTERCLAIM SHALL BE MANDATORY) IN ANY SUCH PROCEEDING OR ACTION, BUT SHALL BE RELEGATED TO AN INDEPENDENT ACTION AT LAW.

29.23 Submission of Lease. Submission of this instrument for examination or signature by Tenant does not constitute a reservation of, option for or option to lease, and it is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant.

29.24 Brokers. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, excepting only the real estate brokers or agents specified in Section 12 of the Summary (the “Brokers”), and that they know of no other real estate broker or agent who is entitled to a commission in connection with this Lease. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including without limitation reasonable attorneys’ fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of any dealings with any real estate broker or agent, other than the Brokers, occurring by, through, or under the indemnifying party.

29.25 Independent Covenants. This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent and not dependent and Tenant hereby expressly waives the benefit of any statute to the contrary and agrees that if Landlord fails to perform its obligations set forth herein. Tenant shall not be entitled to make any repairs or perform any acts hereunder at Landlord’s expense or to any setoff of the Rent or other amounts owing hereunder against Landlord.

29.26 Project or Building Name and Signage. Landlord shall have the right at any time to change the name of the Project or Building and to install, affix and maintain any and all signs on the exterior and on the interior of the Project or Building as Landlord may, in Landlord’s sole discretion, desire. Tenant shall not use the words “Sunnyvale City Center” or the name of the Project or Building or use pictures or illustrations of the Project or Building in advertising or other publicity or for any purpose other than as the address of the business to be conducted by Tenant in the Premises, without the prior written consent of Landlord.

29.27 Counterparts. This Lease may be executed in counterparts with the same effect as if both parties hereto had executed the same document. Both counterparts shall be construed together and shall constitute a single lease.

29.28 Confidentiality. Tenant acknowledges that the content of this Lease and any related documents are confidential information. Tenant shall keep such confidential information

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strictly confidential and shall not disclose such confidential information to any person or entity other than Tenant’s financial, legal, and space planning consultants.

29.29 Development of the Project.

29.29.1 Subdivision. Landlord reserves the right to further subdivide all or a portion of the Project. Tenant agrees to execute and deliver, upon demand by Landlord and in the form requested by Landlord, any additional documents needed to conform this Lease to the circumstances resulting from such subdivision.

29.29.2 The Other Improvements. If portions of the Project or property adjacent to the Project (collectively, the “Other Improvements”) are owned by an entity other than Landlord. Landlord, at its option, may enter into an agreement with the owner or owners of any or all of the Other Improvements to provide (i) for reciprocal rights of access and/or use of the Project and the Other Improvements, (ii) for the common management, operation, maintenance, improvement and/or repair of all or any portion of the Project and the Other Improvements, provided that Tenant’s rights under this Lease are not materially impaired, (iii) for the allocation of a portion of the Direct Expenses to the Other Improvements and the operating expenses and taxes for the Other Improvements to the Project, and (iv) for the use or improvement of the Other Improvements and/or the Project in connection with the improvement, construction, and/or excavation of the Other Improvements and/or the Project. Nothing contained herein shall be deemed or construed to limit or otherwise affect Landlord’s right to convey all or any portion of the Project or any other of Landlord’s rights described in this Lease.

29.29.3 Construction of Project and Other Improvements. Tenant acknowledges that portions of the Project and/or the Other Improvements may be subject to demolition or construction following Tenant’s occupancy of the Premises, and that such construction may result in levels of noise, dust, obstruction of access, etc. which are in excess of that present in a fully constructed project. Tenant hereby waives any and all rent offsets or claims of constructive eviction which may arise in connection with such demolition or construction. Additionally, Tenant acknowledges that (i) currently a new office building project is being constructed in the area immediately adjacent and to the west of the Building, and (ii) the lobbies, elevators, carriage area parking and other Common Areas of the Building and Project are to be renovated/reconstructed by Landlord (collectively, the “Construction”). The Construction is likely to create noise, dust, debris, and other disruption that may affect Tenant’s use of the Premises and Tenant’s use of and access to the Building. Certain areas, including areas of the Project and parking structure, which are currently being used by tenants of the Building, including by Tenant, will be unavailable for use by tenants of the Building during portions of the Construction. Tenant hereby agrees that such Construction and Landlord’s actions in connection with such Construction shall in no way constitute a constructive eviction of Tenant nor, except as otherwise expressly set forth in the Lease, entitle Tenant to any abatement of Rent. Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or indirect injury to or interference with Tenant’s business arising from the Construction, nor shall Tenant be entitled to any compensation or damages from Landlord for loss of the use of the Premises, the whole or any part of the Project or Building resulting from the Construction or Landlord’s actions in connection with such Construction, or for any inconvenience or annoyance occasioned by such Construction or Landlord’s actions. Notwithstanding anything to the contrary contained in this Section 29.29. Landlord shall use commercially reasonable efforts to minimize any interference with Tenant’s use and enjoyment of the Premises, the Building and the Project as a result of such Construction.

29.30 Building Renovations. It is specifically understood and agreed that Landlord has no obligation and has made no promises to alter, remodel, improve, renovate, repair or decorate the Premises, Building, or any part thereof and that no representations respecting the condition of the Premises or the Building have been made by Landlord to Tenant except as specifically set forth herein or in the Tenant Work Letter. However, Tenant hereby acknowledges that Landlord is currently renovating or may during the Lease Term renovate, improve, alter, or modify (collectively, the “Renovations”) the Project, the Building and/or the Premises. Tenant hereby agrees that such Renovations shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of Rent. Landlord shall have no responsibility and shall not be liable to Tenant for any injury to or interference with Tenant’s business arising from the Renovations, nor shall Tenant be entitled to any compensation or damages from Landlord for loss of the use of the whole or any part of the Premises or of Tenant’s personal property or

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improvements resulting from the Renovations, or for any inconvenience or annoyance occasioned by such Renovations.

29.31 No Violation. Tenant hereby warrants and represents that neither its execution of nor performance under this Lease shall cause Tenant to be in violation of any agreement, instrument, contract, law, rule or regulation by which Tenant is bound, and Tenant shall protect, defend, indemnify and hold Landlord harmless against any claims, demands, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, arising from Tenant’s breach of this warranty and representation.

29.32 Communications and Computer Lines. Tenant may install, maintain, replace, remove or use any communications or computer wires and cables serving the Premises (collectively, the “Lines”), provided that (i) Tenant shall obtain Landlord’s prior written consent, use an experienced and qualified contractor approved in writing by Landlord, and comply with all of the other provisions of Articles 7 and 8 of this Lease, (ii) an acceptable number of spare Lines and space for additional Lines shall be maintained for existing and future occupants of the Project, as determined in Landlord’s reasonable opinion, (iii) the Lines therefor (including riser cables) shall be appropriately insulated to prevent excessive electromagnetic fields or radiation, shall be surrounded by a protective conduit reasonably acceptable to Landlord, and shall be identified in accordance with the “Identification Requirements.” as that term is set forth hereinbelow, (iv) any new or existing Lines servicing the Premises shall comply with all applicable governmental laws and regulations, (v) as a condition to permitting the installation of new Lines. Landlord may require that Tenant remove existing Lines located in or serving the Premises and repair any damage in connection with such removal, and (vi) Tenant shall pay all costs in connection therewith. All Lines shall be clearly marked with adhesive plastic labels (or plastic tags attached to such Lines with wire) to show Tenant’s name, suite number, telephone number and the name of the person to contact in the case of an emergency (A) every four feet (4’) outside the Premises (specifically including, but not limited to, the electrical room risers and other Common Areas), and (B) at the Lines’ termination point(s) (collectively, the “Identification Requirements”). Upon the expiration of the Lease Term, or immediately following any earlier termination of this Lease, Tenant shall, at Tenant’s sole cost and expense, remove all Lines installed by Tenant, and repair any damage caused by such removal. In the event that Tenant fails to complete such removal and/or fails to repair any damage caused by the removal of any Lines. Landlord may do so and may charge the cost thereof to tenant. In addition. Landlord reserves the right at any time to require that Tenant remove any Lines located in or serving the Premises which are installed in violation of these provisions, or which are at any time in violation of any laws or represent a dangerous or potentially dangerous condition.

29.33 Access Control Cards. Landlord shall have the right to institute and or continue the use of access control systems and/or procedures at the Building and/or Project that may include the provision of personal access control cards to individual employees of Tenant. In such event, any such cards shall be personal to each particular employee, and Tenant shall cooperate with Landlord in order to ensure that such cards are used by employees of Tenant only, and are not transferred to any other persons. Tenant shall additionally comply with any other reasonable requirements instituted or already used by Landlord in connection with such systems or procedures.

29.34 Transportation Management. Tenant shall comply with all future governmentally mandated programs intended to manage parking, transportation or traffic in and around the Project. In connection with such compliance, Tenant shall lake responsible action for the transportation planning and management of all employees located at the Premises by working directly with Landlord, any governmental transportation management organization or any other transportation-related committees or entities.

29.35 Wireless Communications.

29.35.1 Landlord’s Wireless Communication Equipment. Tenant acknowledges that Landlord may elect, in its sole and absolute discretion, to install and maintain (either itself or through a third party service provider) certain office and communications services (specifically including, without limitation, wireless communication equipment) in the Building or Project, or any portion thereof (“Landlord’s Communication Equipment”).

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29.35.2 Tenant’s Wireless Communication Equipment. Subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, and subject to. in accordance with, and the terms and conditions set forth in Article 8. above, and this Section 29.35. Tenant may install and maintain, at Tenant’s sole cost and expense, wireless communication equipment within the Premises (the “Wireless Communication Equipment”). Such Wireless Communication Equipment shall be used for wireless communications within the Premises only, and shall be for the servicing of the operations conducted by Tenant from within the Premises. Tenant shall not be entitled to license its Wireless Communication Equipment to any third party, nor shall Tenant be permitted to receive any revenues, fees or any other consideration for the use of such Communication Equipment by any third party. Such Wireless Communication Equipment shall, in all instances, comply with applicable governmental laws, codes, rules and regulations.

29.35.3 Use of Wireless Equipment. Tenant hereby acknowledges and agrees that its use of the Wireless Communication Equipment (i) shall not be permitted to interfere with any wireless communication equipment or other equipment of any other tenant or occupant of the Building or Project, (ii) shall not be permitted to interfere with any wireless communication equipment or other equipment of any other third-party with whom Landlord has any third-party agreement, and (iii) shall not be permitted to interfere with Landlord’s Communication Equipment. Landlord shall use commercially reasonable efforts to ensure that Landlord’s Communication Equipment does not interfere with Tenant’s Wireless Communication Equipment provided, however. Tenant hereby acknowledges and agrees that Landlord has made no warranty or representation to Tenant with respect to the suitability of the Premises for any wireless communications, specifically including, without limitation, with respect to the quality and clarity of any receptions and transmissions to or from the Wireless Communication Equipment and the presence of any interference with such signals whether emanating from Landlord’s Communication Equipment, the Building, the Project or otherwise. In no event shall any such interfere with Tenant’s Wireless Communication Equipment have any effect on this Lease or give to Tenant any offset or defense to the full and timely performance of its obligations hereunder, or entitle Tenant to any abatement of rent or additional rent or any other payment required to be made by Tenant hereunder, or constitute any accrual or constructive eviction of Tenant, or otherwise give rise to any other claim of any nature against Landlord.

29.36 Fitness Center. Subject to the provisions of this Section 29.36, so long as Tenant is not in default under this Lease, and provided Tenant’s employees execute Landlord’s standard waiver of liability form, then Tenant’s employees (the “Fitness Center Users”) shall be entitled to use the fitness center in the building located on the first (l^st) floor of the building located at 100 Mathilda Place, Sunnyvale, California, or similar facilities serving the Project (collectively, the “Fitness Center”) during the initial Lease Term. The costs of operating, maintaining and supplying the Fitness Center shall be included in Operating Expenses. The use of the Fitness Center shall be subject to the rules and regulations that may be established from time to time by Landlord for the Fitness Center. Landlord and Tenant acknowledge that the use of the Fitness Center by the Fitness Center Users shall be at their own risk and that the terms and provisions of Section 10.1 of this Lease shall apply to Tenant and the Fitness Center Users’ use of the Fitness Center. Tenant shall not permit any person other than the Fitness Center Users to use the Fitness Center without the prior written approval of Landlord or Landlord’s representative. All Fitness Center Users and approved guests must have pre-authorized keycards to enter the Fitness Center. Fitness Center Users’ keycards shall not be shared and shall only be used by the individual to whom such keycard was issued. Failure to abide by this rule may result in immediate termination of such Fitness Center User’s right to use the Fitness Center. Tenant acknowledges that the provisions of this Section 29.36 shall not be deemed to be a representation by Landlord that Landlord shall continuously maintain the Fitness Center (or any other fitness facility) throughout the Lease Term, and Landlord shall have the right, at Landlord’s sole discretion, to expand, contract, eliminate or otherwise modify the Fitness Center. In addition, in the event that Landlord no longer owns the building(s) in which the Fitness Center is located, the rights of Tenant and the Fitness Center Users to use the Fitness Center may, at Landlord’s option, be terminated. No expansion, contraction, elimination or modification of the Fitness Center, and no termination of Tenant’s or the Fitness Center Users’ right to the Fitness Center shall entitle Tenant to an abatement or reduction in Rent, or constitute a constructive eviction, or result in an event of default by Landlord under this Lease.

29.37 No Discrimination. There shall be no discrimination against, or segregation of, any person or persons on account of sex, marital status, race, color, religion, creed, national

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origin, sexual orientation, familial status, disability or ancestry in the Transfer of the Premises, or any portion thereof, nor shall the Tenant itself, or any person claiming under or through it. establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Premises, or any portion thereof.

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IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed the day and date first above written.

“Landlord”:
SPF MATHILDA, LLC, a Delaware limited liability company
By:		/s/    Steven M. Zaun
	Name:	Steven M. Zaun
	Its:	Vice President
“Tenant”:
KAYAK SOFTWARE CORPORATION, a Delaware corporation
By:		/s/ Paul English
	Name:	Paul English
	Its:	CTO + Co. Founder
By:		/s/ Paul Schwenks
	Name:	Paul Schwenks
	Its:	SVP Engineering

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EXHIBIT A

SUNNYVALE CITY CENTER

OUTLINE OF PREMISES

EXHIBIT A

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EXHIBIT B

SUNNYVALE CITY CENTER

TENANT WORK LETTER

This Tenant Work Letter shall set forth the terms and conditions relating to the construction of the tenant improvements in the Premises. This Tenant Work Letter is essentially organized chronologically and addresses the issues of the construction of the Premises, in sequence, as such issues will arise during the actual construction of the Premises. All references in this Tenant Work Letter to Articles or Sections of “this Lease” shall mean the relevant portion of Articles 1 through 29 of the Office Lease to which this Tenant Work Letter is attached as Exhibit B and of which this Tenant Work Letter forms a part, and all references in this Tenant Work Letter to Sections of “this Tenant Work Letter” shall mean the relevant portion of Sections 1 through 6 of this Tenant Work Letter.

SECTION I

CONSTRUCTION DRAWINGS FOR THE PREMISES

Landlord and Tenant have approved that certain space plan for the Premises dated October 28. 2009, a copy of which is attached hereto as Exhibit B-l (the “Space Plan”). Immediately following Tenant’s execution and delivery of this Lease, Tenant shall cooperate in good faith with Landlord’s architects and engineers to supply such information as is necessary to allow the Landlord’s architects and engineers to complete the architectural and engineering drawings for the Premises, and the final architectural working drawings in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits and in a manner consistent with, and which are a logical extension of, the Space Plan (as reasonably determined by Landlord) and otherwise in accordance with Building standards (collectively, the “Approved Working Drawings”). Landlord shall construct the improvements in the Premises (the “Tenant Improvements”) pursuant to the Approved Working Drawings, Tenant shall make no changes or modifications to (i) the Space Plan, or (ii) once completed, the Approved Working Drawings, without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion if such change or modification would directly or indirectly delay the “Substantial Completion,” as that term is defined in Section 5.1 of this Tenant Work Letter, of the Premises or increase the cost of designing or constructing the Tenant Improvements.

SECTION 2

OVER-ALLOWANCE AMOUNT

If, after Tenant’s execution of this Lease, Tenant shall request that any revisions, changes. or substitutions be made to (i) the Space Plan, (ii) the Approved Working Drawings (once the same are completed), or (iii) the Tenant Improvements, or in the event that Tenant requests revisions, changes, or substitutions which cause the Approved Working Drawings to not be a logical extension of the Space Plan, then any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord immediately upon Landlord’s request.

SECTION 3

CONTRACTOR’S WARRANTIES AND GUARANTIES

Landlord hereby assigns to Tenant all warranties and guaranties by the contractor who constructs the tenant Improvements (the “Contractor”) relating to the Tenant Improvements, and Tenant hereby waives all claims against Landlord relating to, or arising out of the construction of. the Tenant Improvements.

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EXHIBIT B

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SECTION 4

TENANT’S COVENANTS

Tenant hereby indemnifies Landlord for any loss, claims, damages or delays arising from the actions of Tenant’s space planner/architect, if any, on the Premises or in the Building.

SECTION 5

COMPLETION OF THE TENANT IMPROVEMENTS;

LEASE COMMENCEMENT DATE

5.1 Ready for Occupancy. The Premises shall be deemed “Ready for Occupancy” upon the Substantial Completion of the Premises. For purposes of this Lease, “Substantial Completion” of the Premises shall occur upon the completion of construction of the Tenant Improvements in the Premises pursuant to the Approved Working Drawings (as reasonably determined by Landlord), with the exception of any punch list items and any tenant fixtures, work-stations (including any related fixture and/or equipment electrification), built-in furniture, or equipment (including security and other Tenant systems) to be installed by Tenant or under the supervision of Contractor.

5.2 Delay of the Substantial Completion of the Premises. Except as provided in this Section 5.2. the Lease Commencement Date shall occur as set forth in the Lease and Section 5.1. above. If there shall be a delay or there are delays in the Substantial Completion of the Premises or in the occurrence of any of the other conditions precedent to the Commencement Date, as set forth in the Lease, as a direct, indirect, partial, or total result of:

5.2.1 Tenant’s failure to approve within two (2) business days any matter requiring Tenant’s approval:

5.2.2 A breach by tenant of the Terms of this Tenant Work Letter or the Lease;

5.2.3 Tenant’s request for changes in the Space Plan, the Tenant Improvements, or, once completed, the Approved Working Drawings, or Tenant’s request for changes which cause the Approved Working Drawings to not be a logical extension of the Space Plan:

5.2.4 Tenant’s requirement for materials, components, finishes or improvements which are different from, or not included in. Landlord’s standard improvement package items for the Building; or

5.2.6 Any other acts or omissions of Tenant, or its agents, or employees;

then, notwithstanding anything to the contrary set forth in the Lease or this Tenant Work Letter and regardless of the actual date of the Substantial Completion of the Premises, the date of Substantial Completion of the Premises shall be deemed to be the date the Substantial Completion of the Premises would have occurred if no Tenant delay or delays, as set forth above, had occurred.

SECTION 6

MISCELLANEOUS

6.1 Tenant’s Entry Into the Premises Prior to Substantial Completion. Provided that Tenant and its agents do not interfere with Contractor’s work in the Building and the Premises. Contractor and Landlord shall allow Tenant access to the Premises prior to the Substantial Completion of the Premises for the purpose of Tenant installing over standard equipment or fixtures in the Premises. Prior to Tenant’s entry into the Premises as permitted by the terms of this Section 6.1, Tenant shall submit a schedule to Landlord and Contractor, for their reasonable approval, which schedule shall detail the timing and purpose of Tenant’s entry. Tenant shall hold Landlord harmless from and indemnify, protect and defend Landlord against any loss or damage to the Building or Premises and against injury to any persons caused by Tenant’s actions pursuant to this Section 6.1.

EXHIBIT B

- 47 -

6.2 Freight Elevators. Landlord shall, consistent with its obligations to other tenants of the Building, make the freight elevator reasonably available to Tenant in connection with initial decorating, furnishing and moving into the Premises.

6.3 Tenant’s Representative. Tenant has designated Karen Klein as its sole representative with respect to the matters set forth in this Tenant Work Letter, who, until further notice to Landlord, shall have full authority and responsibility to act on behalf of the Tenant as required in this Tenant Work Letter.

6.4 Landlord’s Representative. Landlord has designated Stacey Kelsey as its sole representative with respect to the matters set forth in this Tenant Work Letter, who, until further notice to Tenant, shall have full authority and responsibility to act on behalf of the Landlord as required in this Tenant Work Letter.

6.5 Tenant’s Agents. All subcontractors, laborers, materialmen, and suppliers retained directly by Tenant shall all be union labor in compliance with the then existing master labor agreements.

6.6 Time of the Essence in This Tenant Work Letter. Unless otherwise indicated, all references herein to a “number of days” shall mean and refer to calendar days. In all instances where Tenant is required to approve or deliver an item, if no written notice of approval is given or the item is not delivered within the stated time period, at Landlord’s sole option, at the end of such period the item shall automatically be deemed approved or delivered by Tenant and the next succeeding time period shall commence.

6.7 Tenant’s Lease Default. Notwithstanding any provision to the contrary contained in this Lease, if an event of default as described in the Lease, or a default by Tenant under this Tenant Work Letter, has occurred at any time on or before the Substantial Completion of the Premises, then (i) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, Landlord shall have the right to cause Contractor to cease the construction of the Premises (in which case, Tenant shall be responsible for any delay in the Substantial Completion of the Premises caused by such work stoppage as set forth in Section 5 of this Tenant Work Letter), and (ii) all other obligations of Landlord under the terms of this Tenant Work Letter shall be forgiven until such time as such default is cured pursuant to the terms of the Lease.

6.8 Cooperation by Tenant. Tenant acknowledges that the timing of the completion of the Approved Work Drawings and the Tenant Improvements is of the utmost importance to Landlord. Accordingly, Tenant hereby agrees to fully and diligently cooperate with all reasonable requests by Landlord in connection with or related to the design and construction of the Tenant Improvements, and in connection therewith, shall respond to Landlord’s requests for information and/or approvals, except as specifically set forth herein to the contrary, within two (2) business days following request by Landlord.

- 48 -

EXHIBIT B

- 49 -

EXHIBIT B-l

SPACE PLAN

EXHIBIT B-l

- 50 -

EXHIBIT C

SUNNYVALE CITY CENTER

NOTICE OF LEASE TERM DATES

To:

Re: Office Lease dated                     , 200     between                                                                                                       , a                                                          (“Landlord”), and                                                                                                   , a                                          (“Tenant”) concerning Suite                                              on floor(s)                             of the office building located at                                          , Sunnyvale, California.

Ladies and Gentlemen:

In accordance with the Office Lease (the “Lease”), we wish to advise you and/or confirm as follows:

1. The Lease Term shall commence on or has commenced on                                          for a term of                  ending on                                          .

2. Rent commenced to accrue on                                     . in the amount of                         .

3. If the Lease Commencement Date is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter shall be for the full amount of the monthly installment as provided for in the Lease.

4. Your rent checks should be made payable to                         at                                 .

5. The exact number of rentable square feet within the Premises is                                  square feet.

6. Tenant’s Share as adjusted based upon the exact number of rentable square feet within the Premises is                             %.

Failure of Tenant to timely execute and deliver this Notice of Lease Term Dates shall constitute an acknowledgment by Tenant that the statements included in this notice are true and correct, without exception.

“Landlord”:
,
a
By:
	Its:

Agreed to and Accepted as

of                 , 200    .

“Tenant”:
,
a
By:
	Its:

- 51 -

EXHIBIT C

- 52 -

EXHIBIT D

SUNNYVALE CITY CENTER

RULES AND REGULATIONS

Tenant shall faithfully observe and comply with the following Rules and Regulations. Landlord shall not be responsible to Tenant for the nonperformance of any of said Rules and Regulations by or otherwise with respect to the acts or omissions of any other tenants or occupants of the Project. In the event of any conflict between the Rules and Regulations and the other provisions of this Lease, the latter shall control.

1. Tenant shall not alter any lock or install any new or additional locks or bolts on any doors or windows of the Premises without obtaining Landlord’s prior written consent. Tenant shall bear the cost of any lock changes or repairs required by Tenant. Two keys will be furnished by Landlord for the Premises, and any additional keys required by tenant must be obtained from Landlord at a reasonable cost to be established by Landlord. Upon the termination of this Lease, Tenant shall restore to Landlord all keys of stores, offices, and toilet rooms, either furnished to. or otherwise procured by, Tenant and in the event of the loss of keys so furnished. Tenant shall pay to Landlord the cost of replacing same or of changing the lock or locks opened by such lost key if Landlord shall deem it necessary to make such changes.

2. All doors opening to public corridors shall be kept closed at all times except for normal ingress and egress to the Premises.

3. Landlord reserves the right to close and keep locked all entrance and exit doors of the Building during such hours as are customary for comparable buildings in the downtown area of Sunnyvale, California. Tenant, its employees and agents must be sure that the doors to the Building are securely closed and locked when leaving the Premises if it is after the normal hours of business for the Building. Any tenant, its employees, agents or any other persons entering or leaving the Building at any time when it is so locked, or any time when it is considered to be after normal business hours for the Building, may be required to sign the Building register. Access to the Building may be refused unless the person seeking access has proper identification or has a previously arranged pass for access to the Building. Landlord will furnish passes to persons for whom Tenant requests same in writing, Tenant shall be responsible for all persons for whom Tenant requests passes and shall be liable to Landlord for all acts of such persons. The Landlord and his agents shall in no case be liable for damages for any error with regard to the admission to or exclusion from the Building of any person. In case of invasion, mob, riot, public excitement, or other commotion. Landlord reserves the right to prevent access to the Building or the Project during the continuance thereof by any means it deems appropriate for the safety and protection of life and property.

4. No furniture, freight or equipment of any kind shall be brought into the Building without prior notice to Landlord. All moving activity into or out of the Building shall be scheduled with Landlord and done only at such time and in such manner as Landlord designates. Landlord shall have the right to prescribe the weight, size and position of all safes and other heavy property brought into the Building and also the times and manner of moving the same in and out of the Building. Safes and other heavy objects shall, if considered necessary by Landlord, stand on supports of such thickness as is necessary to properly distribute the weight. Landlord will not be responsible for loss of or damage to any such safe or property in any case. Any damage to any part of the Building, its contents, occupants or visitors by moving or maintaining any such safe or other property shall be the sole responsibility and expense of Tenant.

5. No furniture, packages, supplies, equipment or merchandise will be received in the Building or carried up or down in the elevators, except between such hours, in such specific elevator and by such personnel as shall be designated by Landlord.

6. The requirements of Tenant will be attended to only upon application at the management office for the Project or at such office location designated by Landlord. Employees of Landlord shall not perform any work or do anything outside their regular duties unless under special instructions from Landlord.

EXHIBIT D

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7. No sign, advertisement, notice or handbill shall be exhibited, distributed, painted or affixed by Tenant on any part of the Premises or the Building without the prior written consent of the Landlord. Tenant shall not disturb, solicit, peddle, or canvass any occupant of the Project and shall cooperate with Landlord and its agents of Landlord to prevent same.

8. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein. The expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the tenant who, or whose servants, employees, agents, visitors or licensees shall have caused same.

9. Tenant shall not overload the floor of the Premises, nor mark, drive nails or screws, or drill into the partitions, woodwork or drywall or in any way deface the Premises or any part thereof without Landlord’s prior written consent. Tenant shall not purchase spring water, ice, towel, linen, maintenance or other like services from any person or persons not approved by Landlord.

10. Except for vending machines intended for the sole use of Tenant’s employees and invitees, no vending machine or machines other than fractional horsepower office machines shall be installed, maintained or operated upon the Premises without the written consent of Landlord.

11. Tenant shall not use or keep in or on the Premises, the Building, or the Project any kerosene, gasoline or other inflammable or combustible fluid, chemical, substance or material.

12. Tenant shall not without the prior written consent of Landlord use any method of heating or air conditioning other than that supplied by Landlord.

13. Tenant shall not use, keep or permit to be used or kept, any foul or noxious gas or substance in or on the Premises, or permit or allow the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Project by reason of noise, odors, or vibrations, or interfere with other tenants or those having business therein, whether by the use of any musical instrument, radio, phonograph, or in any other way. Tenant shall not throw anything out of doors, windows or skylights or down passageways.

14. Tenant shall not bring into or keep within the Project, the Building or the Premises any animals, birds, aquariums, firearms, or, except in areas designated by Landlord, bicycles or other vehicles.

15. No cooking shall be done or permitted on the Premises, nor shall the Premises be used for the storage of merchandise, for lodging or for any improper, objectionable or immoral purposes. Notwithstanding the foregoing. Underwriters’ laboratory-approved equipment and microwave ovens may be used in the Premises for heating food and brewing coffee, tea, hot chocolate and similar beverages for employees and visitors, provided that such use is in accordance with all applicable federal, state, county and city laws, codes, ordinances, rules and regulations.

16. The Premises shall not be used for manufacturing or for the storage of merchandise except as such storage may be incidental to the use of the Premises provided for in the Summary. Tenant shall not occupy or permit any portion of the Premises to be occupied as an office for a messenger-type operation or dispatch office, public stenographer or typist, or for the manufacture or sale of liquor, narcotics, or tobacco in any form, or as a medical office, or as a barber or manicure shop, or as an employment bureau without the express prior written consent of Landlord. Tenant shall not engage or pay any employees on the Premises except those actually working for such tenant on the Premises nor advertise for laborers giving an address at the Premises.

17. Landlord reserves the right to exclude or expel from the Project any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of these Rules and Regulations.

18. Tenant, its employees and agents shall not loiter in or on the entrances, corridors, sidewalks, lobbies, courts, halls, stairways, elevators, vestibules or any Common Areas for the purpose of smoking tobacco products or for any other purpose, nor in any way obstruct such areas, and shall use them only as a means of ingress and egress for the Premises.

EXHIBIT D

- 54 -

19. Tenant shall not waste electricity, water or air conditioning and agrees to cooperate fully with Landlord to ensure the most effective operation of the Building’s heating and air conditioning system, and shall refrain from attempting to adjust any controls.

20. Tenant shall store all its trash and garbage within the interior of the Premises. No material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the downtown area of Sunnyvale. California without violation of any law or ordinance governing such disposal. All trash, garbage and refuse disposal shall be made only through entry-ways and elevators provided for such purposes at such times as Landlord shall designate.

21. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency.

22. Any persons employed by Tenant to do janitorial work shall be subject to the prior written approval of Landlord, and while in the Building and outside of the Premises, shall be subject to and under the control and direction of the Building manager (but not as an agent or servant of such manager or of Landlord), and Tenant shall be responsible for all acts of such persons.

23. No awnings or other projection shall be attached to the outside walls of the Building without the prior written consent of Landlord, and no curtains, blinds, shades or screens shall be attached to or hung in. or used in connection with, any window or door of the Premises other than Landlord standard drapes. All electrical ceiling fixtures hung in the Premises or spaces along the perimeter of the Building must be fluorescent and/or of a quality, type, design and a warm white bulb color approved in advance in writing by Landlord. Neither the interior nor exterior of any windows shall be coated or otherwise sunscreened without the prior written consent of Landlord. Tenant shall abide by Landlord’s regulations concerning the opening and closing of window coverings which arc attached to the windows in the Premises, if any. which have a view of any interior portion of the Building or Building Common Areas.

24. The sashes, sash doors, skylights, windows, and doors that reflect or admit light and air into the halls, passageways or other public places in the Building shall not be covered or obstructed by Tenant, nor shall any bottles, parcels or other articles be placed on the windowsills.

25. Tenant must comply with requests by the Landlord concerning the informing of their employees of items of importance to the Landlord.

26. Tenant must comply with the State of California “No-Smoking” law set forth in California Labor Code Section 6404.5. and any local “No-Smoking” ordinance which may be in effect from time to time and which is not superseded by such State law.

27. Tenant hereby acknowledges that Landlord shall have no obligation to provide guard service or other security measures for the benefit of the Premises, the Building or the Project. Tenant hereby assumes all responsibility for the protection of Tenant and its agents, employees, contractors, invitees and guests, and the property thereof, from acts of third parties, including keeping doors locked and other means of entry to the Premises closed, whether or not Landlord, at its option, elects to provide security protection for the Project or any portion thereof, Tenant further assumes the risk that any safety and security devices, services and programs which Landlord elects, in its sole discretion, to provide may not be effective, or may malfunction or be circumvented by an unauthorized third party, and Tenant shall, in addition to its other insurance obligations under this Lease, obtain its own insurance coverage to the extent Tenant desires protection against losses related to such occurrences. Tenant shall cooperate in any reasonable safety or security program developed by Landlord or required by law.

28. All office equipment of any electrical or mechanical nature shall be placed by Tenant in the Premises in settings approved by Landlord, to absorb or prevent any vibration, noise and annoyance.

29. Tenant shall not use in any space or in the public halls of the Building, any hand trucks except those equipped with rubber tires and rubber side guards.

EXHIBIT D

- 55 -

30. No auction, liquidation, fire sale, going-out-of-business or bankruptcy sale shall be conducted in the Premises without the prior written consent of Landlord.

31. No tenant shall use or permit the use of any portion of the Premises for living quarters, sleeping apartments or lodging rooms.

32. Tenant shall have the exclusive right to use its reserved parking spaces, if any, from 6:00 A.M. to 6:00 P.M. Monday through Friday.

Landlord reserves the right at any time to change or rescind any one or more of these Rules and Regulations, or to make such other and further reasonable Rules and Regulations as in Landlord’s judgment may from time to time be necessary for the management, safety, care and cleanliness of the Premises. Building, the Common Areas and the Project, and for the preservation of good order therein, as well as for the convenience of other occupants and tenants therein. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant, nor prevent Landlord from thereafter enforcing any such Rules or Regulations against any or all tenants of the Project. Tenant shall be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition of its occupancy of the Premises.

- 56 -

EXHIBIT D

- 57 -

EXHIBIT E

SUNNYVALE CITY CENTER

FORM OF TENANT’S ESTOPPEL CERTIFICATE

The undersigned as tenant under That certain Office Lease (the “Lease”) made and entered into as of                         . 200     by and between                         as Landlord, and the undersigned as Tenant. for Premises on the                          floor(s) of the office building located at                         , Sunnyvale. California                         , certifies as follows:

1. Attached hereto as Exhibit A is a true and correct copy of the Lease and all amendments and modifications thereto. The documents contained in Exhibit A represent the entire agreement between the parties as to the Premises.

2. The undersigned currently occupies the Premises described in the Lease, the Lease term commenced on                         . and the Lease Term expires on                         . and the undersigned has no option to terminate or cancel the Lease or to purchase all or any part of the Premises, the Building and/or the Project.

3. Base Rent became payable on                 .

4. The Lease is in full force and effect and has not been modified, supplemented or amended in any way except as provided in Exhibit A.

5. Tenant has not transferred, assigned, or sublet any portion of the Premises nor entered into any license or concession agreements with respect thereto except as follows:

6. Tenant shall not modify the documents contained in Exhibit A without the prior written consent of Landlord’s mortgagee.

7. All monthly installments of Base Rent, all Additional Rent and all monthly installments of estimated Additional Rent have been paid when due through                 . The current monthly installment of Base Rent is $                .

8. All conditions of the Lease to be performed by Landlord necessary to the enforceability of the Lease have been satisfied and Landlord is not in default thereunder. In addition, the undersigned has not delivered any notice to Landlord regarding a default by Landlord thereunder.

9. No rental has been paid more than thirty (30) days in advance and no security has been deposited with Landlord except as provided in the Lease.

10. As of the date hereof, there are no existing defenses or offsets, or. to the undersigned’s knowledge, claims or any basis for a claim, that the undersigned has against Landlord.

11. If Tenant is a corporation or partnership, each individual executing this Estoppel Certificate on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in California and that Tenant has full right and authority to execute and deliver this Estoppel Certificate and that each person signing on behalf of Tenant is authorized to do so.

12. There are no actions pending against the undersigned under the bankruptcy or similar laws of the United States or any state.

EXHIBIT E

- 58 -

13. Other than in compliance with all applicable laws and incidental to the ordinary course of the use of the Premises, the undersigned has not used or stored any hazardous substances in the Premises.

14. To the undersigned’s knowledge, all tenant improvement work to be performed by Landlord under the Lease has been completed in accordance with the Lease and has been accepted by the undersigned and all reimbursements and allowances due to the undersigned under the Lease in connection with any tenant improvement work have been paid in full.

The undersigned acknowledges that this Estoppel Certificate may be delivered to Landlord or to a prospective mortgagee or prospective purchaser, and acknowledges that said prospective mortgagee or prospective purchaser will be relying upon the statements contained herein in making the loan or acquiring the property of which the Premises are a part and that receipt by it of this certificate is a condition of making such loan or acquiring such property.

Executed at                                                      on the                          day of                                          . 200    .

“Tenant”:
,
a
By:
	Its:
By:
	Its:

- 59 -

EXHIBIT E

- 60 -

EX-10.14

Exhibit 10.14

CONFIDENTIAL TREATMENT

Status: Pending Order Date: 12-16-2009 Revision Number: 1 Date: 01-07-2010

Kayak Insertion Order: IO02703

Insertion Order Details

Customer IO/PO# Agency Advertiser: Client Campaign : : : Expedia : Expedia 2010 Contract Total Spend : [        ]* Flight Dates: 01-01-2010 to 12-31-2010

IO Contact:   Company Name : Expedia Sales Contact : Kathryn Kennedy Title: Director, NA Online Partnership Marketing Email : kkennedy@expedia.com Phone : (425) 679-7813 Fax : (425) 679-7240 main fax Street Address : 3150 139th Ave. SE City : Bellevue State : WA Zip Code : 98005 Bill To:   Company Name: Expedia Attention: SEM Billing Account Email: sembilling@expedia.com Phone: (425) 679-7200 main line Fax: (425) 679-7240 main fax Street Address: 3150 139th Ave. SE City/State: Bellevue WA Zip: 98005 Kayak Sales Contact:   Contact: Rich Bratton Title: Advertising Sales Director Email: rich@kayak.com Phone: (702) 685-1353 Fax: (408) 521-3150   Kayak Trafficking & Billing Contact:   Contact: Jason Adams Email: jadams@kayak.com Phone: (408) 207-1911

Flight Dates

Start	End	Property(ies)/Product/Ad Size	Vertical/Targeting Type/Target	Quantity	Cost Model	Rate	Spend
01-01-10	12-31-10	Kayak Compare Strip Front Door	Hotels World	[]*	CPC	[]*	[]*
01-01-10	12-31-10	Kayak/SideStep Compare Strip Front Door	Flight World	[]*	CPC	[]*	[]*
01-01-10	12-31-10	Kayak Compare Strip Front Door	Cruise World	[]*	CPC	[]*	[]*
01-01-10	12-31-10	Kayak Compare Strip Front Door	Car Rental World	[]*	CPC	[]*	[]*
01-01-10	12-31-10	Sidestep Compare Strip Front Door	Cruise	[]*	CPC	[]*	[]*
01-01-10	12-31-10	Sidestep Compare Strip Front Door	Hotels	[]*	CPC	[]*	[]*
01-01-10	12-31-10	Kayak/SideStep Compare Strip Front Door	Flight	[]*	CPC	[]*	[]*
01-01-10	12-31-10	SideStep Compare Strip Front Door	Car Rental	[]*	CPC	[]*	[]*
01-01-10	12-31-10	RON SOP Text Links	Vacations World	[]*	CPC	[]*	[]*
01-01-10	12-31-10	RON SOP Text Links	Hotels World	[]*	CPC	[]*	[]*
01-01-10	12-31-10	RON SOP Text Links	Flight World	[]*	CPC	[]*	[]*
01-01-10	12-31-10	RON SOP Text Links	Cruise World	[]*	CPC	[]*	[]*
01-01-10	12-31-10	RON SOP Text Links	Car Rental World	[]*	CPC	[]*	[]*
01-01-10	12-31-10	Kayak/SideStep Sponsored Links Text Links	World	[]*	CPC	[]*	[]*
							Total: []*

^* CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Status: Pending Order Date: 12-16-2009 Revision Number: 1 Date: 01-07-2010

Kayak Insertion Order: IO02703

Legal Terms and Conditions:

Except as expressly set forth in the Modified or Additional Terms section below, this insertion Order is a contract governed by law and by the Standard Terms and Conditions for Internet Advertising for Media Buys of One Year or Less v 2.0 (the “IAB Terms”) which terms are set forth below in full. If there is a conflict between the Modified or Additional Terms set forth below and the IAB Terms, the Modified or Additional Terms shall govern.

Modified or Additional Terms:

Bill Terms: Wiling counts based on Kayak Software Corporation numbers	Payment Terms: Net 30
Termination: Either Kayak or Agency/Advertiser may terminate this insertion Order with 30 days prior written notice.	Legal Terms: Kayak Software Corporation
Links tracking activity generated by email products will be live for the duration of the promotion period or for 14 days after the date on which the promotion is launched, whichever is shorter.	Advertiser understands that Suite of Products (SOP) clicks will be delivered via either the Deals section and/or the Weekly Email Newsletter at Kayak’s sole discretion.

Notes:

The following Compare Strip placements are prechecked: Kayak Hotel and Kayak Car Rental

Agency /Advertiser Authorized Signature: (illegible) Date: 6-04-2010

Kayak Software Corporation Authorized Signature: (illegible) Date: 9-8-10

^* CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

EX-10.15

Exhibit 10.15

CONFIDENTIAL TREATMENT

DocuSign Envelope ID: 054727D6-3932-4E3D-9B4B-F5A04EC8C6A7
	Status: Pending Order Date: 04-12-2010 Revision Number: 1 Date: 04-20-2010

Kayak Insertion Order: IO03294

Insertion Order Details

Customer IO/PO#	:		Contract Total Spend : [        ]* Flight Dates: 04-22-2010 to 05-21-2010
Agency	:
Advertiser	:	Expedia
Client Campaign	:	Expedia Smart Ad Test 0410

IO Contact:   Company Name : Expedia Sales Contact : Kathryn Kennedy Title: Director, NA Online Partnership Marketing Email : kkennedy@expedia.com Phone : (425) 679-7813 Fax : (425) 679-7240 main fax Street Address : 3150 139th Ave. SE City : Bellevue State : WA Zip Code : 98005 Bill To:   Company Name: Expedia Attention: SEM Billing Account Title: Email: sembilling@expedia.com Phone: (425) 679-7200 main line Fax: (425) 679-7240 main fax Street Address: 3150 139th Ave. SE City/State: Bellevue WA Zip: 98005 Kayak Sales Contact:   Contact: Rich Bratton Title: Advertising Sales Director Email: rich@kayak.com Phone: (702) 685-1353 Fax: (408) 521-3150   Kayak Trafficking & Billing Contact:   Contact: Jason Adams Email: jadams@kayak.com Phone: (408) 207-1911

Flight Dates

Start	End	Property(ies)/Product/Ad Size	Vertical/Targeting   Type/Target	Quantity	Cost     Model	Rate	Spend
4-22-10	5-21-10	Kayak/SideStep Smart Ad 160x600	Hotels	[]*	CPM	[]*	[]*
4-22-10	5-21-10	Kayak/SideStep Smart Ad 180x150	Hotels	[]*	CPM	[]*	[]*
4-22-10	5-21-10	Kayak/SideStep Smart Ad 160x600	Flight World	[]*	CPM	[]*	[]*
4-22-10	5-21-10	Kayak/SideStep Smart Ad 180x150	Flight World	[]*	CPM	[]*	[]*
							Total: []*

Legal Terms and Conditions

Except as expressly set forth in the Modified or Additional Terms section below, this Insertion Order is a contract governed by law and by the Standard Terms and Conditions for Internet Advertising for Media Buys of One Year or Less v 2.0 (the “IAB Terms”) which terms are set forth below in full. If there is a conflict between the Modified or Additional Terms set forth below and the IAB Terms, the Modified or Additional Terms shall govern.

Modified or Additional Terms:

Bill Terms: Kayak Software Corporation	Payment Terms: Net 30
Termination: Either Kayak or Agency /Advertiser may terminate this insertion Order with 7 days prior written notice after 7 days of start date.	Legal Terms: Kayak Software Corporation

*  CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

DocuSign Envelope ID: 054727D6-3932-4E3D-9B4B-F5A04EC8C6A7
	Status: Pending Order Date: 04-12-2010 Revision Number: 1 Date: 04-20-2010

Kayak Insertion Order: IO03294

Links tracking activity generated by email products will be live for the duration of the promotion period or for 34 days after the date on which the promotion is launched, whichever is shorter. Advertiser understands that Suite of Products (SOP) clicks will be delivered via either the Deals section and/or the Weekly Email Newsletter at Kayak’s sole discretion.

Notes:

Agency / Advertiser Authorized Signature:                      /s/ Kathryn Kennedy Date:                      April 20, 2010

Kayak Software Corporation Authorized Signature:                      (illegible) Date:                      4/26/10

*  CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

EX-10.16

Exhibit 10.16

CONFIDENTIAL TREATMENT

DocuSign Envelope ID: 3F717427-C4A2-464E-961F-96797B72BCCB
	Status: Pending Order Date: 08-31-2010 Revision Number: 1 Date: 08-31-2010

Kayak Insertion Order: IO03886

Insertion Order Details

Customer IO/PO#	:		Contract Total Spend : [                ]* Flight Dates: 04-22-2010 to 05-21-2010
Agency	:
Advertiser	:	Expedia
Client Campaign	:	Expedia Display Backfill Sep - Dec 2010

IO Contact:   Company Name : Expedia Sales Contact : Kathryn Kennedy Title: Director, NA Online Partnership Marketing Email : kkennedy@expedia.com Phone : (425) 679-7813 Fax : (425) 679-7240 main fax Street Address : 3150 139th Ave. SE City : Bellevue State : WA Zip Code : 98005 Bill To:   Company Name: Expedia Attention: SEM Billing Account Title: Email: sembilling@expedia.com Phone: (425) 679-7200 main line Fax: (425) 679-7240 main fax Street Address: 3150 139th Ave. SE City/State: Bellevue WA Zip: 98005 Kayak Sales Contact:   Contact: Rich Bratton Title: Advertising Sales Director Email: rich@kayak.com Phone: (702) 685-1353 Fax: (408) 521-3150   Kayak Trafficking & Billing Contact:   Contact: Jason Adams Email: jadams@kayak.com Phone: (408) 207-1911

Flight Dates

Start	End	Property(ies)/Product/Ad Size	Vertical/Targeting   Type/Target	Quantity	Cost     Model	Rate	Spend
09-01-10	09-30-10	RON Display		[]*	CPM	[]*	[]*
10-01-10	10-31-10	RON Display		[]*	CPM	[]*	[]*
11-01-10	11-30-10	RON Display		[]*	CPM	[]*	[]*
12-01-10	12-31-10	RON Display		[]*	CPM	[]*	[]*
							Total: []*

Legal Terms and Conditions

Except as expressly set forth in the Modified or Additional Terms section below, this Insertion Order is a contract governed by law and by the Standard Terms and Conditions for Internet Advertising for Media Buys of One Year or Less v 2.0 (the “IAB Terms”) which terms are set forth below in full. If there is a conflict between the Modified or Additional Terms set forth below and the IAB Terms, the Modified or Additional Terms shall govern.

Modified or Additional Terms:

Bill Terms: Kayak Software Corporation	Payment Terms: Net 30
Termination: Either Kayak or Agency / Advertiser may terminate this Insertion Order with 30 days prior written notice.	Legal Terms: Kayak Software Corporation
Links tracking activity generated by email products will be live for the duration of the promotion period or for 14 days after the date on which the promotion is launched, whichever is shorter.	Advertiser understands that Suite of Products (SOP) clicks will be delivered via either the Deals section and/or the Weekly Email Newsletter at Kayak’s sole discretion.

*  CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

DocuSign Envelope ID: 3F717427-C4A2-464E-961F-96797B72BCCB
	Status: Pending Order Date: 08-31-2010 Revision Number: 1 Date: 08-31-2010

Kayak Insertion Order: IO03886

Notes:

Inventory is unguaranteed.

Estimated monthly projections for the following month will be provided to Expedia 2 business days prior.

Inventory is based on all ad sizes (160x600,300x250,728x90,180x150)

All media run will be RON.

If inventory delivered falls below estimated projections the contracted CPM will remain constant.

If additional inventory becomes available and meets a higher tier a reduction in the CPM will apply based on approval.

Agency / Advertiser Authorized Signature:     /s/ Greg G. Revelle Date: September 10, 2010

Kayak Software Corporation Authorized Signature:     (illegible) Date:   9/22/10

Email the signed agreement to contracts@kayak.com

*  CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

EX-10.17

Exhibit 10.17

CONFIDENTIAL TREATMENT

Status: Pending Order Date: 2010-08-19 Revision Number: 1 Date: 2010-08-19

Kayak Insertion Order: IO03850

Insertion Order Details

Customer IO/PO#	:	Contract Total Spend : [                ]*
Agency	:	Flight Dates: 2010-08-19 to 2011-02-18
Advertiser:	: Expedia UK
Client Campaign	: Expedia UK – Car CM2 – Aug10Feb11

IO Contact:   Company Name : Expedia UK Sales Contact : Ido Padani Title: Email : ipadani@expedia.com Phone : +44 (0) 207 019 2605 Fax : Street Address : 42 Earlham Street City : London State : Zip Code : W2CH 9LA Bill To:   Company Name: Expedia UK Sales Contact: Ido Padani Title: Email: ipadani@expedia.com Phone: +44 (0) 207 019 2605 Fax: Street Address: 42 Earlham Street City/State : London Zip: W2CH 9LA Kayak Sales Contact:   Contact: Gareth Walton Title: Senior Sales Manager Email: gwalton@kayak.com Phone: +44 (0)203 176 2062 Fax: 44 (0)203 176 2064   Kayak Trafficking & Billing Contact:   Contact: Rachel Coate Email: rcoate@kayak.com Phone:

Flight Dates

Start	End	Property(ies)/Product/Ad Size	Vertical/Targeting         Type/Target	Quantity	Cost  Model	Rate	Spend
10-03-03	10-09-02	Kayak.ES Compare Strip Front Door	Car Rental	[]*	CPC	[]*	[]*
10-03-03	10-09-02	Kayak.com IT Compare Strip Front Door	Car Rental	[]*	CPC	[]*	[]*
10-03-03	10-09-02	Kayak.com UK Compare Strip Front Door	Car Rental	[]*	CPC	[]*	[]*
10-03-03	10-09-02	Kayak.com DE Compare Strip Front Door	Car Rental	[]*	CPC	[]*	[]*
10-03-03	10-09-02	Kayak.FR Compare Strip Front Door	Car Rental	[]*	CPC	[]*	[]*
							Total: []*

Legal Terms and Conditions:

Except as expressly set forth in the Modified or Additional Terms section below, this Insertion Order is a contract governed by law and by the Standard Terms and Conditions for Internet Advertising for Media Buys of One Year or Less v 2.0 (the “IAB Terms”) which terms are set forth below in full. If there is a conflict between the Modified or Additional Terms set forth below and the IAB Terms, the Modified or Additional Terms shall govern.

Modified or Additional Terms:

Bill Terms: Kayak Software Corporation	Payment Terms: Net 30
	Legal Terms: Kayak Software Corporation

* CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Status: Pending Order Date: 2010-08-19 Revision Number: 1 Date: 2010-08-19

Kayak Insertion Order: IO03850

Notes:

Agency / Advertiser Authorized Signature: (illegible) Date: (illegible)

* CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

EX-10.18

Exhibit 10.18

CONFIDENTIAL TREATMENT

		Status: Pending Order Date: 2010-09-16 Revision Number: 1 Date: 2010-09-16
	Kayak Insertion Order: IO03927

Insertion Order Details

Customer IO/PO# Agency Advertiser: Client Campaign : : : Expedia UK : Expedia UK - Hotel CM2 - -JulDec10 Contract Total Spend : [            ]* Flight Dates: 2010-07-10 to 2010-12-31

IO Contact:   Company Name : Expedia UK Sales Contact : Alex Meadows Title: Email : ameadows@expedia.com Phone : Fax : Street Address : 42 Earlham Street City : London State : Zip Code : W2CH 9LA Bill To:   Company Name: Expedia UK Sales Contact: Alex Meadows Title: Email: ameadows@expedia.com Phone: Fax: Street Address: 42 Earlham Street City/State: London Zip: W2CH 9LA Kayak Sales Contact:   Contact: Gareth Walton Title: Senior Sales Manager Email: gwalton@kayak.com Phone: +44 (0)203 176 2062 Fax: 44 (0)203 176 2064   Kayak Trafficking & Billing Contact:   Contact: Rachel Coate Email: rcoate@kayak.com Phone:

Flight Dates

Start	End	Property(ies)/Product/Ad Size	Vertical/Targeting   Type/Target	Quantity	Cost Model	Rate	Spend
10-7-10	10-12-31	Kayak.com DE Compare Strip Front Door	Hotels Pre-Check	[]*	CPC	[]*	[]*
10-7-10	10-12-31	Kayak.FR Compare Strip Front Door	Hotels Pre-Check	[]*	CPC	[]*	[]*
10-7-10	10-12-31	Kayak.ES Compare Strip Front Door	Hotels Pre-Check	[]*	CPC	[]*	[]*
10-7-10	10-12-31	Kayak.com IT Compare Strip Front Door	Hotels Pre-Check	[]*	CPC	[]*	[]*
10-7-10	10-12-31	Kayak.com UK Compare Strip Front Door	Hotels Pre-Check	[]*	CPC	[]*	[]*
							Total: []*

Legal Terms and Conditions:

Except as expressly set forth in the Modified or Additional Terms section below, this Insertion Order is a contract governed by law and by the Standard Terms and Conditions for Internet Advertising for Media Buys of One Year or less v 2.0 (the “IAB Terms”) which terms are set forth below in full. If there is a conflict between the Modified or Additional Terms set forth below and the IAB Terms, the Modified or Additional Terms shall govern.

* CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

		Status: Pending Order Date: 2010-09-16 Revision Number: 1 Date: 2010-09-16
	Kayak Insertion Order: IO03927

Modified or Additional Terms:

Bill Terms: Kayak Software Corporation	Payment Terms: Net 30
	Legal Terms: Kayak Software Corporation

Notes:

Agency / Advertiser Authorized Signature: (illegible) Date: 27/09/10

* CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

EX-10.19

Exhibit 10.19

CONFIDENTIAL TREATMENT

		Status: Pending Order Date: 2010-09-17 Revision Number: 1 Date: 2010-09-17
	Kayak Insertion Order: IO03934

Insertion Order Details

Customer IO/PO# Agency Advertiser: Client Campaign : : : Expedia UK : Expedia UK – Click&Save –SepDec10 Contract Total Spend : [            ]* Flight Dates: 2010-09-30 to 2010-12-31

IO Contact:   Company Name : Expedia UK Sales Contact : Ido Padani Title: Email : ipadani@expedia.com Phone : +44 (0) 207 019 2605 Fax : Street Address : 42 Earlham Street City : London State : Zip Code : W2CH 9LA Bill To:   Company Name: Expedia UK Sales Contact: Ido Padani Title: Email: ipadani@expedia.com Phone: +44 (0) 207 019 2605 Fax: Street Address: 42 Earlham Street City/State : London Zip: W2CH 9LA Kayak Sales Contact:   Contact: Gareth Walton Title: Senior Sales Manager Email: gwalton@kayak.com Phone: +44 (0)203 176 2062 Fax: 44 (0)203 176 2064   Kayak Trafficking & Billing Contact:   Contact: Rachel Coate Email: rcoate@kayak.com Phone:

Flight Dates

Start	End	Property(ies)/Product/Ad Size	Vertical/Targeting   Type/Target	Quantity	Cost Model	Rate	Spend
10-09-30	10-12-31	Kayak.com UK Air Core Search Results	Flight Destination TOC	[]*	CPA	[]*	[]*
							Total: []*

Legal Terms and Conditions:

Except as expressly set forth in the Modified or Additional Terms section below, this Insertion Order is a contract governed by law and by the Standard Terms and Conditions for Internet Advertising for Media Buys of One Year or Less v 2.0 (the “IAB Terms”) which terms are net forth below in full. If there is a conflict between the Modified or Additional Terms set forth below and the IAB Terms, the Modified or Additional Terms shall govern.

Modified or Additional Terms:

Bill Terms: Kayak Software Corporation	Payment Terms: Net 30
	Legal Terms: Kayak Software Corporation

* CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

		Status: Pending Order Date: 2010-09-17 Revision Number: 1 Date: 2010-09-17
	Kayak Insertion Order: IO03934

Notes:

Agency / Advertiser Authorized Signature: (illegible) Date: 20/09/10

  Kayak Software Corporation Authorized Signature: Date:

* CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

EX-10.20

Exhibit 10.20

55 N. Water Street, STE #1; Norwalk, CT 06854		Status:
Ph: (203) 899-3100 | Fax: (408) 521-3150		Order Date:
		Revision Number:
		Date:     -    -
	Kayak Insertion Order:

The following additional terms and conditions (“Additional Terms”) amend and revise the IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less (IAB/AAAA Version 2.0) (“IAB Terms”) which are set forth in full below. In the event of a conflict between these Additional Terms and the IAB Terms, the Additional Terms shall govern.

Advertiser/Agency understands and agrees that Media Company may deliver Ads (including, but not limited to, banners, text links and Website Travel Deals) on any web property in the Media Company Travel Network. For the purpose of this Agreement, the “Media Company Travel Network” is defined as web site pages, properties, content or applications owned, operated, hosted by or for Media Company or for which Media Company sells and/or serves Ads. Advertiser/Agency authorizes and consents to all such placements.

STANDARD TERMS AND CONDITIONS FOR INTERNET ADVERTISING

FOR MEDIA BUYS ONE YEAR OR LESS (IAB/AAAA Version 2.0)

These Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less are intended to offer Media Companies, Advertisers, and their Agencies a voluntary standard for conducting business in a manner acceptable to all parties. This document is to accompany Agency or Media Company insertion orders and represents a common understanding for doing business. This document may not fully cover sponsorships and other arrangements involving content association or integration, and/or special production, but may be used as the basis for the media components of such contracts.

I. INSERTION ORDERS AND INVENTORY AVAILABILITY

a. From time to time, parties may negotiate insertion orders (“IO”s) under which a Media Company will deliver advertisements provided by Agency (“Ad(s)”) to Media Company’s site(s) (the “Site”) for the benefit of an Agency or Advertiser. At Agency’s discretion, an IO may either be submitted by Agency to Media Company or be submitted by Media Company, signed by Agency and returned to Media Company. In either case, an IO will be binding only if accepted as provided in Section I(b) below. Each IO shall specify: (a) the type(s) and amount(s) of inventory to be delivered (e.g., impressions, clicks or other desired actions) (the “Deliverables”); (b) the price(s) for such Deliverables; (c) the maximum amount of money to be spent pursuant to the IO (if applicable), (d) the start and end dates of the campaign, and (e) the identity of and contact information for any third party ad server (“3rd Party Ad Server”), if applicable. Other items that may be included are, but not limited to: reporting requirements such as impressions or other performance criteria; any special Ad delivery scheduling and/or Ad placement requirements; and specifications concerning ownership of data collected.

b. Media Company will make commercially reasonable efforts to notify Agency within two business days of receipt of an IO signed by Agency if the specified inventory is not available. Acceptance of the IO and these Terms and Conditions will be made upon the earlier of (a) written (which, unless otherwise specified, for purposes of these Terms and Conditions shall include paper, fax, or e-mail communication) approval of the IO by Media Company and Agency; or (b) the display of the first Ad impression by Media Company, unless otherwise agreed upon in the IO. Notwithstanding the foregoing, modifications to the originally submitted IO will not be binding unless signed by both parties.

c. Revisions to accepted IOs must be made in writing and acknowledged by the other party in writing.

II. AD PLACEMENT AND POSITIONING

a. Media Company must comply with the IO, including all Ad placement restrictions, requirements to create a reasonably balanced delivery schedule, and provide within the scope of the IO, an Ad to the Site specified on the IO when such Site is called up by an Internet user. Any exceptions must be approved by Agency in writing.

b. Media Company will use commercially reasonable efforts to provide Agency at least 10 business days, prior notification of any material changes to the Site that would change the target audience or significantly affect the size or placement of the Ad specified in the affected IO. Should such a modification occur with or without notice, as Agency’s and Advertiser’s sole remedy for change or notice, Agency may immediately cancel the remainder of the IO without penalty within the 10-day notice period. If Media Company has failed to provide such notification, Agency may cancel the remainder of the IO within 30 days of such modification, and in such case shall not be charged for any affected Ads delivered after such modification.

c. Media Company will submit or otherwise make electronically accessible to Agency within two business days of acceptance of an IO final technical specifications, as agreed upon by the parties. Changes to the specifications of the already purchased Ads after that two business day period will allow Advertiser to suspend (without impacting the end date unless otherwise agreed by the parties) delivery of the affected Ad for a reasonable time in order to either (i) send revised artwork, copy, or active URLs (“Advertising Materials”); (ii) request that Media Company resize the Ad at Media Company’s cost, and with final creative approval of Agency, within a reasonable time period to fulfill the guaranteed levels of the IO; (iii) accept a comparable replacement; or (iv) if the parties are unable to negotiate an alternate or comparable replacement in good faith within 5 business days, immediately cancel the remainder of the IO for the affected Ad without penalty.

Vers 062007 Page 2 of 8

55 N. Water Street, STE #1; Norwalk, CT 06854		Status:
Ph: (203) 899-3100 | Fax: (408) 521-3150		Order Date:
		Revision Number:
		Date:     -    -
	Kayak Insertion Order:

d. Ad delivery shall comply with editorial adjacencies guidelines stated on the IO. As Advertiser’s and Agency’s sole remedy for a violation of the foregoing sentence: (i) Ads that run in violation of such editorial adjacencies guidelines, if Media Company is notified of such violation within 30 days of the violation, shall be non-billable; and (ii) after Agency notifies Media Company that specific Ads are in violation of such editorial adjacencies guidelines, Media Company will make commercially reasonable efforts to correct within 24 hours such violation. In the event that such correction materially and adversely impacts such IO, the parties will negotiate in good faith mutually agreed changes to such IO to address such impacts. In the event that the parties cannot reach agreement on such changes within five business days from the implementation of such correction, Agency or Media Company may, upon the conclusion of such 5 business day period, immediately cancel such IO, without penalty.

III. PAYMENT AND PAYMENT LIABILITY

a. Invoices

The initial invoice will be sent upon completion of the first month’s delivery or within 30 days of completion of the IO, whichever is earlier. Invoices are to be sent to: Agency’s billing address as set forth in the IO and must include information reasonably specified by Agency such as the IO number. Advertiser name, brand name or campaign name, and any number or other identifiable reference stated as required for invoicing on the IO. All invoices pursuant to the IO must be received within 180 days of delivery of all Deliverables. Failure by Media Company to send such invoice or make such request shall be considered a waiver of right to payment for delivery of Ads for which no invoice was sent.

Media Company should provide invoices accompanied by proof of performance for the invoiced period, which may include access to online or electronic reporting as addressed in this document, subject to the notice and cure provisions of Section IV. Media Company should invoice Agency for the services provided on a calendar month basis with the net cost (i.e., the cost after subtracting Agency commission) based on actual delivery or based on prorated distribution of delivery over the term of the IO, as specified in the applicable IO.

b. Payment Date

Agency will make payment 30 days from receipt of invoice, or as otherwise stated in a payment schedule set forth in the IO. Media Company may notify Agency that it has not received payment in such thirty-day period and whether it intends to seek payment directly from Advertiser pursuant to Section IIIc, and may do so 5 business days after providing such notice.

c. Payment Liability

Unless otherwise set forth by Agency on the IO, Media Company agrees to hold Agency liable for payments solely to the extent proceeds have cleared from Advertiser to Agency for Ads placed in accordance with the IO. For sums not cleared to Agency, Media Company agrees to hold Advertiser solely liable. Media Company understands that Advertiser is Agency’s disclosed principal and Agency, as agent, has no obligations relating to such payments, either joint or several, except as specifically set forth in this Section III(c) and Section X(c).

Agency agrees to make every reasonable effort to collect and clear payment from Advertiser on a timely basis.

Agency’s credit is established on a client-by-client basis.

If Advertiser proceeds have not cleared for the IO, other Advertisers from the representing Agency shall not be prohibited from advertising on the Site due to such non-clearance if such other Advertisers’ credit is not in question.

Agency will make available to Media Company upon request written confirmation of the relationship between Agency and Advertiser. This confirmation should include, for example, Advertiser’s acknowledgement that Agency is its agent and is authorized o act on its behalf in connection with the IO and these Terms and Conditions. In addition, upon the request of Media Company, Agency will confirm whether Advertiser has paid to Agency in advance funds sufficient to make payments pursuant to the IO.

If Advertiser’s or Agency’s credit is or becomes impaired, Media Company may require payment in advance.

IV. REPORTING

a. Media Company must, within 2 business days of the start date on the IO, provide confirmation to Agency, either electronically or in writing, stating whether the components of the IO have begun delivery.

b. Media Company shall make reporting available at least as often as weekly, either electronically or in writing, unless otherwise specified in the IO. Reports must be broken out by day and summarized by creative execution, content area (Ad placement), and other variables defined in the IO, for example, impressions, keywords, and/or clicks.

Once Media Company has provided the online or electronic report, it agrees that Agency and Advertiser are entitled to reasonably rely on it, subject to receipt of Media Company’s invoice for such period.

55 N. Water Street, STE #1; Norwalk, CT 06854		Status:
Ph: (203) 899-3100 | Fax: (408) 521-3150		Order Date:
		Revision Number:
		Date:     -    -
	Kayak Insertion Order:

c. In the event that Media Company fails to deliver an accurate and complete report by the time specified, Agency may initiate makegood discussions pursuant to Section VI below.

In the event that Media Company learns that it has delivered an incomplete or inaccurate report, or no report at all, Media Company must cure such failure within 5 business days. Failure to cure may result in nonpayment for all activity for which data are incomplete or missing, until Media Company delivers reasonable evidence of performance and such report must be delivered within 30 days of Media Company’s learning of such failure or absent such knowledge, within 180 days of delivery of all Deliverables.

V. CANCELLATION AND TERMINATION

a. At any time prior to the serving of the first impression of the IO, Agency may cancel the IO with 30 days prior written notice, without penalty. For clarity and by way of example, if Agency cancels the IO 15 days prior to the serving of the first impression, Advertiser will only be responsible for the first 15 days of the IO.

b. Upon the serving of the first impression of the IO, Agency may cancel the IO for any reason, without penalty, by providing Media Company written notice of cancellation which will be effective after the later of: (i) 30 days after serving the first impression of the IO; or (ii) 14 days after providing Media Company with such written notice.

c. Either party may terminate an IO at any time if the other party is in material breach of its obligations hereunder that is not cured within 10 days after written notice thereof from the nonbreaching party, except as otherwise stated in this Agreement with regard to specific breaches. Additionally, if Agency or Advertiser commit a violation of the same Policy (as defined below), where such Policy had been provided by Media Company to Agency, on three separate occasions after having received timely notice of each such breach, even if such breach has been cured by Agency or Advertiser, then Media Company may terminate the IO associated with such breach upon written notice. If Agency or Advertiser do not cure a violation of a Policy within the applicable ten day cure period after written notice, where such Policy had been provided by Media Company to Agency, then Media Company may terminate the IO associated with such breach upon written notice.

d. Short rates will apply to cancelled buys to the degree stated on the IO.

VI. MAKEGOODS

a. Media Company shall monitor delivery of the Ads, and shall notify Agency either electronically or in writing as soon as possible (and no later than two weeks before IO end date unless the length of the campaign is less than two weeks) if Media Company believes that an under-delivery is likely. In the case of a probable or actual under-delivery, the parties may arrange for makegood consistent with these Terms and Conditions.

b. In the event that actual Deliverables for any campaign fall below guaranteed levels, as set forth in the IO, and/or if there is an omission of any Ad (placement or creative unit), Agency and Media Company will make an effort to agree upon the conditions of a makegood flight either in the IO or at the time of the shortfall. If no makegood can be agreed upon, Agency may execute a credit equal to the value of the under-delivered portion of the contract IO for which it was charged. In the event that Agency or Advertiser has made a cash pre-payment to Media Company, specifically for the campaign IO for which under-delivery applies, then if Agency and/or Advertiser is reasonably current on all amounts owed to Media Company under any other agreement for such Advertiser, Agency may elect to receive a refund for the under-delivery equal to the difference between the applicable pre-payment and the value of the delivered portion of the campaign. In no event shall Media Company provide a makegood or extend any Ad beyond the period set forth in the IO without prior written consent of Agency.

VII. BONUS IMPRESSIONS

a. Where Agency utilizes a 3rd Party Ad Server, Media Company will not bonus more than 10% above the Deliverables specified in the IO without prior written consent from Agency. Permanent or exclusive placements shall run for the specified period of time regardless of over-delivery, unless the IO establishes an impression cap for Third Party Ad served activity. Agency will not be charged by Media Company for any additional Ads above any level guaranteed or capped in the IO. If a 3rd Party Ad Server is being used and Agency notifies Media Company that the guaranteed or capped levels stated in the IO have been reached, Media Company will use commercially reasonable efforts to suspend delivery and, within 48 hours, may either 1) serve any additional Ads itself or 2) be held responsible for all applicable incremental Ad serving charges incurred by Advertiser after such notice has been provided and associated with over-delivery by more than 10% above such guaranteed or capped levels.

b. Where Agency does not utilize a 3rd Party Ad Server, Media Company may bonus as many ad units as Media Company chooses unless otherwise indicated on the IO. Agency will not be charged by Media Company for any additional advertising units above any level guaranteed in the IO.

55 N. Water Street, STE #1; Norwalk, CT 06854		Status:
Ph: (203) 899-3100 | Fax: (408) 521-3150		Order Date:
		Revision Number:
		Date:     -    -
	Kayak Insertion Order:

VIII. FORCE MAJEURE

a. Excluding payment obligations, neither party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes. In the event that Media Company suffers such a delay or default, Media Company shall make reasonable efforts within five business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period or makegood is reasonably acceptable to Agency, Media Company shall allow Agency a pro rata reduction in the space, time and/or program charges hereunder in the amount of money assigned to the space, time and/or program charges at time of purchase. In addition, Agency shall have the benefit of the same discounts that would have been earned had there been no default or delay.

b. If Agency’s ability to transfer funds to third parties has been materially negatively impacted by an event beyond the Agency’s reasonable control, including, but not limited to, failure of banking clearing systems or a state of emergency, then Agency shall make every reasonable effort to make payments on a timely basis to Media Company, but any delays caused by such condition shall be excused for the duration of such condition. Subject to the foregoing, such excuse for delay shall not in any way relieve Agency from any of its obligations as to the amount of money that would have been due and paid without such condition.

c. To the extent that a force majeure has continued for 5 business days, Media Company or Agency has the right to cancel the remainder of the IO without penalty.

IX. AD MATERIALS

a. It is Agency’s obligation to submit Advertising Materials in accordance with Media Company’s then existing advertising criteria or specifications (including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Media Company’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and material due dates) (collectively “Policies”) in accordance with Section II(c). Media Company’s sole remedy for a breach of this provision is set forth in paragraphs (b and c) below, Section V(c), and Section X(b). If Advertising Materials are late, Advertiser is still responsible for the media purchased pursuant to IO.

b. Media Company reserves the right within its discretion to reject or remove from its Site any Ads where the Advertising Materials or the site to which the Ad is linked do not comply with its Policies, or that in Media Company’s sole reasonable judgment, do not comply with any applicable law, regulation or other judicial or administrative order. In addition, Media Company reserves the right within its discretion to reject or remove from its Site any Ads where the Advertising Materials or the site to which the Ad is linked are or may tend to bring disparagement, ridicule, or scorn upon Media Company or any of its Affiliates (as defined below), provided that if Media Company has reviewed and approved such Ads prior to their use on the Site, Media Company will not immediately remove such Ads before making commercially reasonable efforts to acquire mutually acceptable alternative Advertising Materials from Agency.

c. If Advertising Materials provided by Agency are damaged, not to Media Company’s specifications, or otherwise unacceptable, Media Company will use commercially reasonable efforts to notify Agency within two business days of its receipt of such Advertising Materials.

d. Media Company will not edit or modify the submitted Ads in any way, including, but without limitation, resizing the Ad, without Agency approval. Media Company shall use all such Ads in strict compliance with these Terms and Conditions and any written instructions provided by Agency.

e. When applicable, Third Party Ad Server tags shall be implemented so that they are functional in all aspects.

f. Media Company, on one hand, and Agency and Advertiser, on the other, will not use the other’s trade name, trademarks, logos or Ads in a public announcement (including, but not limited to, through any press release) regarding the existence or content of these Terms and Conditions or an IO without the other’s prior written approval.

X. INDEMNIFICATION

a. Media Company agrees to defend, indemnify and hold harmless Agency and Advertiser, their Affiliates (as defined below) and their respective directors, officers, employees and agents from any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively “Losses”) incurred as a result of a Third Party (as defined below) claim, judgment or proceeding relating to or arising out of Media Company’s breach of Section XII, Media Company’s display or delivery of any Ad in breach of these Terms and Conditions or the terms of an IO, or that materials provided by Media Company (and not by Agency or Advertiser) for an Ad violate the right of a Third Party, are defamatory or obscene, or violate any law, regulations or other judicial or administrative action, except to the extent (1) that such claim, judgment or proceeding resulted from such materials fulfilling Agency’s or Advertiser’s unique specifications provided that Media Company did not know or should not have reasonably known that such specifications would give rise to the Loss or (2) that such materials are provided to Agency or Advertiser for review and the Agency or Advertiser knew or should have reasonably known from the visual or sonic expression of the Advertisement, while Media Company did not know or should not have reasonably known, that such material violated any law, regulations or other judicial or administrative action, violate the right of a Third

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Party or are defamatory or obscene. An Affiliate means, with respect to either party, any corporation, firm, partnership, person or other entity, whether de jure or de facto, which directly or indirectly owns, is owned by or is under common ownership with such party to the extent of at least 50% of the equity having the power to vote on or direct the affairs of the entity, and any person, firm, partnership, corporation or other entity actually controlled by, controlling or under common control with such party. A “Third Party” means an entity other than the parties to this Agreement, their respective Affiliates, and each of their respective directors, officers, employees and agents.

b. Advertiser agrees to defend, indemnify and hold harmless Media Company its Affiliates and their respective directors, officers, employees and agents from any and all Losses incurred as a result of a Third Party claim, judgment or proceeding relating to or arising out of Advertiser’s breach of Section XII, violation of Policies (to the extent the applicable terms of such Policies have been provided to Agency at least ten days prior to the violation giving rise to the claim), or the content or subject matter of any Ad or Advertising Materials to the extent used by Media Company in accordance with these Terms and Conditions or an IO, including but not limited allegations that such content or subject matter violate the right of a Third Party, are defamatory or obscene, or violate any law, regulations or other judicial or administrative action.

c. Agency represents and warrants that it has the authority as agent to Advertiser to bind Advertiser to these Terms and Conditions and each IO. Agency agrees to defend, indemnify and hold harmless Media Company its Affiliates and their respective directors, officers, employees and agents from any and all Losses incurred as a result of Agency’s alleged breach of the foregoing sentence.

d. If any action will be brought against either party (the “Indemnified Party”) in respect to any allegation for which indemnity may be sought from the other party (“Indemnifying Party”), the Indemnified Party will promptly notify the indemnifying Party of any such claim of which it becomes aware and will: (i) provide reasonable cooperation to the Indemnifying Party at the Indemnifying Party’s expense in connection with the defense or settlement of any such claim; and (ii) be entitled to participate at its own expense in the defense of any such claim. The Indemnified Party agrees that the Indemnifying Party will have sole and exclusive control over the defense and settlement of any such third party claim. However, the Indemnifying Party will not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party’s rights or interests without the prior written consent of the Indemnified Party.

e. Notwithstanding the foregoing, in the event that any Indemnifying Party is required to defend, indemnify or hold harmless an Indemnified Party from a claim, judgment or proceeding of a Related Party (as defined below) of such Indemnified Party pursuant to this Section X, Losses incurred in connection with such claim, judgment or proceeding will be limited to those that are reasonably foreseeable. A “Related Party” is a party in a contractual relationship with the Indemnified Party where such specific contractual relationship relates to the Loss being asserted by that Related Party.

XI. LIMITATION OF LIABILITY

Excluding the parties obligations under Section X or damages that result from a breach of Section XII or intentional misconduct by the parties, in no event will either party be liable for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever, including without limitation, damages for loss of profits, business interruption, loss of information and the like, incurred by the other party arising out of this Agreement, even if such party has been advised of the possibility of such damages.

XII. NON-DISCLOSURE, DATA OWNERSHIP, PRIVACY AND LAWS

a. Any marked confidential information and proprietary data provided by one party, including the Ad description, and the pricing of the Ad, set forth in the IO, shall be deemed “Confidential Information” of the disclosing party. Confidential Information shall also include information provided by one party, which under the circumstances surrounding the disclosure would be reasonably deemed confidential or proprietary. Confidential Information shall not be released by the receiving party to anyone except an employee, or agent who has a need to know same, and who is bound by confidentiality obligations. Neither party will use any portion of Confidential Information provided by the other party hereunder for any purpose other than those provided for under this Agreement.

b. For purposes of this Section, Agency and Advertiser shall be considered one party. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” shall not include information which: (i) was previously known to a party; (ii) was or becomes generally available to the public through no fault of the receiving party (“Recipient”); (iii) was rightfully in Recipient’s possession free of any obligation of confidence at, or subsequent to, the time it was communicated to Recipient by the disclosing party (“Discloser”); (iv) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. Notwithstanding the foregoing, either party may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange or as necessary to establish the rights of either party under this Agreement; provided, however, that both parties will stipulate to any orders necessary to protect said information from public disclosure.

c. All personally identifiable information provided by individual web users who are informed that such information is being gathered solely on behalf of Advertiser pursuant to the Advertiser’s posted privacy policy is the property of Advertiser, is subject to the Advertiser’s posted privacy policy, and is considered Confidential Information. Any other use of such information must be set forth in the IO signed by both parties.

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d. Media Company, Agency, and Advertiser shall post on their respective Web sites their privacy policies and adhere to their privacy policies, which abide by the applicable laws. Failure by Media Company, on one hand, or Agency or Advertiser, on the other, to continue to post a privacy policy or non-adherence to its own privacy policy is grounds for immediate cancellation of the IO by the other parties.

e. Agency, Advertiser and Media Company will comply with at all times, all applicable federal, state and local law, ordinances, regulations and codes which are relevant to their performance of their respective obligations under this Agreement.

XIII. THIRD PARTY AD SERVERS

(Applicable if 3rd Party Server Is Used)

a. Media Company will track delivery through its ad server and Agency will also track delivery through its proprietary or subcontracted 3rd Party Ad Server whose identity is set forth in the IO. Agency may not substitute the 3rd Party Ad Server specified in the IO without Media Company’s consent. Agency and Media Company agree to give reciprocal access to relevant and non-proprietary statistics from both ad servers, or if such is not available, provide weekly placement-level activity reports to each other. In the event that the Media Company’s ad server measurements are higher than those produced by the Agency’s 3rd Party Ad Server by more than 10% over the invoice period, Agency will facilitate a reconciliation effort between Media Company and 3rd Party Ad Server. If the discrepancy cannot be resolved and Agency has made a good faith effort to facilitate the reconciliation effort, the Agency reserves the right to either:

1. Consider the discrepancy an under-delivery of the Deliverables as described in Section VI(b) whereupon the parties shall act in accordance with that Section, including the requirement that Agency and Media Company make an effort to agree upon the conditions of a makegood flight, except that for purposes of this Section XIII(a)(1), delivery of any makegood shall be measured by the 3rd Party Ad Server, or

2. Pay Media Company based on Agency 3rd party Ad Server reported data, plus a 10% upward adjustment to delivery.

b. Media Company will make reasonable efforts to publish, and Agency shall make reasonable efforts to cause the 3rd Party Ad Server to publish, a disclosure in the form specified by the AAAA and IAB regarding their respective ad delivery measurement methodologies with regards to compliance with the IAB/AAAA Ad Measurement Guidelines.

c. Section XIII(a) shall be terminated upon the establishment of an IAB/AAAA certification process for compliance with the IAB/AAAA Ad Measurement Guidelines. Upon such termination the parties shall negotiate in good faith a replacement or successor language for that Section.

d. Where an Agency is utilizing a 3rd Party Ad Server and that 3rd Party Ad Server cannot serve the Ad, the Agency shall have a one-time right to temporarily suspend delivery under the IO for a period of up to 72-hours. Upon written notification by Agency of a non-functioning 3rd Party Ad Server, the Media Company has 24 hours to suspend delivery. Following that period, Agency will not be held liable for payment for any Ad that runs within the immediate 72-hour period thereafter until the Media Company is notified that the 3rd Party Ad Server is able to serve Ads. After the 72-hour period passes and Agency has not provided written notification that Media Company can resume delivery under the IO, Advertiser will pay for the Ads that would have run or are run after the 72-hour period but for the suspension and can elect Media Company to serve Ads until 3rd Party Ad Server is able to serve Ads. If Agency does not so elect for Media Company to serve the Ads until 3rd Party Ad Server is able to serve Ads, Media Company may utilize the inventory that would have been otherwise used for Media Company’s own advertisements or advertisements provided by a third party. Upon notification that the 3rd Party Ad Server is functioning, Media Company will have 72 hours to resume delivery. Any delay in the resumption of delivery beyond this period, without reasonable explanation, will result in Media Company owing a makegood to Agency.

XIV. MISCELLANEOUS

a. Media Company represents and warrants that Media Company has all necessary permits, licenses, and clearances to sell the inventory represented in the IO subject to the terms and conditions of this agreement, including any applicable Policies. Advertiser represents and warrants that Advertiser has all necessary licenses and clearances to use the content contained in their Ads and Advertising Materials.

b. Neither Agency nor Advertiser may resell, assign or transfer any of its rights or obligations hereunder, and any attempt to resell, assign or transfer such rights or obligations without Media Company’s prior written approval will be null and void. All terms and provisions of these Terms and Conditions and each IO will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors and assigns.

c. These Terms and Conditions and the related IO constitute the entire agreement of the parties with respect to the subject matter and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the IO. The IO may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same document.

d. In the event of any inconsistency between the terms of an IO and these Terms and Conditions, the terms of the IO shall prevail. All IOs shall be governed by the laws of the State of California. Media Company and Agency (on behalf of itself and not Advertiser) agree that

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any claims, legal proceeding or litigation arising in connection with the IO (including these Terms and Conditions) will be brought solely in Santa Clara County, California, and the parties consent to the jurisdiction of such courts. No modification of these Terms and Conditions or any IO shall be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative.

e. Any notice required to be delivered hereunder shall be delivered three days after deposit in U.S. mail, return receipt requested, one business day if sent by overnight courier service, and immediately if sent electronically or by fax. All notices to Media Company and Agency shall be sent to the contact as noted in the IO with a copy to the Legal Department. All notices to Advertiser shall be sent to the address specified on the IO. Sections III, VI, X, XI, XII, and XIV shall survive termination or expiration of this Agreement and Section IV shall survive for 30 days after the termination or expiration of this Agreement. In addition, each party shall return or destroy the other party’s Confidential Information and remove Advertising Materials and Ad tags.

EX-10.21

Exhibit 10.21

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Insertion Order Details

Customer IO/PO #	:
Agency	:
Advertiser:	:
Client Campaign	:

Contract Total Spend :

Flight Dates:

IO Contact:

Company Name :

Sales Contact :

Title:

Email :

Phone :

Fax :

Street Address :

City :

State :

Zip Code :

Bill To:

Company Name:

Attention:

Title:

Email:

Phone:

Fax:

Street Address:

City/State:

Zip:

Kayak Sales Contact:

Contact:

Title:

Email:

Phone:

Fax:

Kayak Trafficking & Billing Contact:

Contact:

Email:

Phone:

Flight Dates

Start	End	Property(ies)/Product/Ad Size	Vertical/Targeting Type/Target	Quantity	Cost Model	Rate	Spend
							Total:

Legal Terms and Conditions:

Except as expressly set forth in the Modified or Additional Terms section below, this Insertion Order is a contract governed by law and by the Standard Terms and Conditions for Internet Advertising for Media Buys of One Year or Less v 2.0 (the “IAB Terms”) which terms are set forth below in full. If there is a conflict between the Modified or Additional Terms set forth below and the IAB Terms, the Modified or Additional Terms shall govern.

Modified or Additional Terms:

Bill Terms: Kayak Software Corporation	Payment Terms: Net 30
Termination: Either Kayak or Agency / Advertiser may terminate this Insertion Order with 30 days prior written notice.	Legal Terms: Kayak Software Corporation
Links tracking activity generated by email products will be live for the duration of the promotion period or for 14 days after the date on which the promotion is launched, whichever is shorter.	Advertiser understands that Suite of Products (SOP) clicks will be delivered via either the Deals section and/or the Weekly Email Newsletter at Kayak’s sole discretion.

Notes:

Agency / Advertiser Authorized Signature:	Date:
Kayak Software Corporation Authorized Signature:	Date:

Email the signed agreement to contracts@kayak.com

EX-10.60

Exhibit 10.60

COMMENCEMENT DATE AGREEMENT

AGREEMENT made this 12th day of March, 2009, by and between Normandy Concord Acquisition, LLC, a Delaware limited liability company (hereinafter referred to as “Landlord”), and Kayak Software Corporation, a Delaware corporation (hereinafter referred to as “Tenant”).

WITNESSETH:

WHEREAS, Landlord and Tenant entered into a certain Office Lease Agreement dated as of September 26, 2008 (the “Lease”) for 14,397 rentable square feet on the third floor of the Building located at 300 Baker Avenue, Concord, MA; and

WHEREAS, Landlord and Tenant desire to memorialize the Commencement Date and certain other terms of the Lease.

NOW, THEREFORE, the parties do hereby agree as follows:

1.     All capitalized terms used herein and not otherwise defined herein have the meaning given in the Lease.

2.     Notwithstanding any provision of the Lease to the contrary:

(i) The Commencement Date is deemed to be February 20, 2009; and

(ii) The Rent Commencement Date* is deemed to be February 20, 2009; and

(iii) The Termination Date shall be February 29, 2016.

* Tenant shall only be obligated to pay Base Rent on 10,000 rentable square feet for the initial six (6) months of the Lease Term.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

TENANT:		LANDLORD:
Kayak Software Corporation		Normandy Concord Acquisition, LLC
BY:	/s/ Paul Schwenk	By:	/s/ Raymond P. Trevisan
Name:	Paul Schwenk	Name:	Raymond P. Trevisan
Title:	SVP Engineering	Title:	Vice President
Date:	4/15/09

EX-21.1

Exhibit 21.1

Subsidiaries of Kayak Software Corporation

Name of Subsidiary	Jurisdiction of Organization	Ownership Percentage
SideStep, Inc.	Delaware	100%
swoodoo AG	Germany	100%

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-1 of our report dated November 17, 2010, relating to the financial statements and financial statement schedule of Kayak Software Corporation, which appear in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Stamford, CT

November 17, 2010