KAYAK SOFTWARE S-1/A Filing

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                                                            As filed with the Securities and Exchange Commission on July 9, 2012
                                                                                                                                                                       Registration No. 333-170640




      UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                                                                  Washington, DC 20549


                                                                         Amendment No. 12
                                                                                                TO
                                                               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                               (Primary Standard Industrial                                       (I.R.S. Employer
                incorporation or organization)                                  Classification Code Number)                                    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                                                                                  Richard D. Truesdell, Jr.
                                  Bingham McCutchen LLP                                                                                Davis Polk & Wardwell LLP
                                     One Federal Street                                                                                    450 Lexington Ave.
                                     Boston, MA 02110                                                                                     New York, NY 10017
                                     Tel: (617) 951-8000                                                                                   Tel: (212) 450-4000
                                     Fax: (617) 951-8736                                                                                   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                (Do not check if a smaller reporting company)                                                                          Smaller reporting company              


                                                                  CALCULATION OF REGISTRATION FEE
                                                                                                              Proposed Maximum                Proposed Maximum
                                                                                  Amount to be                  Offering Price                Aggregate Offering                  Amount of
        Title of Each Class of Securities to be Registered                        Registered(1)                  per Share(2)                     Price(1)(2)                   Registration Fee
Class A Common Stock, $0.001 par value per share                                   4,025,000                        $25.00                       $100,625,000                     $11,532 (3)
(1)   Estimated pursuant to Rule 457(a) under the Securities Act of 1933, as amended. Includes 525,000 shares of Class A Common Stock issuable upon exercise of the underwriters’
      over-allotment option.
(2)   Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) of the Securities Act of 1933, as amended.
(3)   Includes $5,730 previously paid by the Registrant.


      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.
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The information in this prospectus is not complete and may be changed. We 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 are not soliciting offers to buy these securities in any
jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)
Issued July 9, 2012

                                                                 3,500,000 SHARES


                                        KAYAK Software Corporation
                                                                 CLASS A COMMON STOCK


KAYAK Software Corporation is offering 3,500,000 shares of its Class A common stock. 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 $22.00 and $25.00 per share.

Upon the completion of this offering, we will have two classes of authorized common stock, Class A common stock and Class B common
stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and
conversion. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten
votes per share and is convertible at any time into one share of Class A common stock. Upon completion of this offering, the holders of our
Class B common stock shall be able to exercise in respect thereof not less than 98.6% of the voting power of KAYAK Software Corporation.

Moreover, all shares of our common stock and preferred stock outstanding immediately prior to completion of this offering will
automatically be converted into shares of our Class B common stock and all outstanding options and warrants exercisable for shares of our
common stock and preferred stock will automatically become options and warrants exercisable for shares of our Class B common stock
upon completion of this offering.



Concurrently with this offering we may issue additional shares of Class A common stock in private placements to certain existing
stockholders. The number of shares issued in these private placements will depend on the initial public offering price. We will not pay any
underwriting discounts or commissions on the shares issued in these concurrent private placements. See “Concurrent Private Placements.”

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act and will therefore be subject to reduced
reporting requirements.

We applied to list our Class A common stock on the NASDAQ Global Select Stock Market under the symbol “KYAK.”



Investing in our Class A common stock involves risks. See “ Risk Factors ” beginning on page 12.


                                                                  PRICE $              A SHARE



                                                                                                 Underwriting
                                                                                                  Discounts
                                                      Price to                                       and                                     Proceeds to
                                                      Public                                     Commissions                                  Company
Per share                                        $                                           $                                           $
Total                                            $                                           $                                           $
KAYAK Software Corporation has granted the underwriters the right to purchase an additional 525,000 shares of Class A 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 Class A common stock to purchasers on             , 2012.



MORGAN STANLEY                                                                                DEUTSCHE BANK SECURITIES


PIPER JAFFRAY                                            STIFEL NICOLAUS WEISEL                              PACIFIC CREST SECURITIES

              , 2012
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                                                            TABLE OF CONTENTS

                                                               Page
Prospectus Summary                                                1
Risk Factors                                                     12
Special Note Regarding Forward-Looking Statements                29
Use of Proceeds                                                  31
Dividend Policy                                                  31
Capitalization                                                   32
Dilution                                                         34
Selected Consolidated Financial and Operating Data               36
Management’s Discussion and Analysis of Financial
  Condition and Results of Operations                            39
Business                                                         63
Management                                                       76
                                                              Page
Executive Compensation                                          89
Certain Relationships and Related Party Transactions           111
Principal Stockholders                                         116
Description of Capital Stock                                   121
Material U.S. Federal Income Tax Considerations to
  Non-U.S. Holders                                             127
Shares Eligible for Future Sale                                131
Underwriters                                                   133
Concurrent Private Placements                                  138
Legal Matters                                                  140
Experts                                                        140
Where You Can Find Additional Information                      140
Index to Consolidated Financial Statements                     F-1




      We 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 take no responsibility for, and can provide no
assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of
our Class A 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 Class A common stock. Our business,
financial condition, results of operations and prospects may have changed since that date.

     Until              , 2012 (25 days after the commencement of this offering), all dealers that buy, sell or trade shares of our Class A
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 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
Class A common stock and the distribution of this prospectus outside of the U.S.

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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 Class A 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 better approach to finding travel online. 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 multiple filtering and sorting options, 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 website to complete their purchase, and in many cases, users may now complete hotel bookings directly
  through our websites and mobile applications.

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

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

         •     For the three months ended March 31, 2012, we generated $73.3 million of revenues, representing growth of 39% over the
               three months ended March 31, 2011;

         •     For the three months ended March 31, 2012, we generated income from operations of $8.1 million as compared to a loss from
               operations of $12.0 million for the three months ended March 31, 2011. After adjusting for a $15.0 million impairment charge
               related to our decision to stop supporting the SideStep brand name, operating income for the three months ended March 31,
               2012 increased by 174% over the same period in 2011.

         •     For the three months ended March 31, 2012, we had Adjusted EBITDA of $13.2 million representing growth of 61% over the
               three months ended March 31, 2011. Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization, or Adjusted
               EBITDA, is a non-generally accepted accounting principle metric used by management to measure our operating performance.
               See “—Summary Consolidated Historical Operating Data” for an additional description of Adjusted EBITDA and a
               reconciliation of Adjusted EBITDA to income (loss) from operations.

         •     For the three months ended March 31, 2012, we processed 310 million user queries for travel information, representing growth
               of 45% over the three months ended March 31, 2011; and

         •     KAYAK mobile applications have been downloaded over 15 million times since their introduction in March 2009. For the
               three months ended March 31, 2012, we had approximately 3 million downloads, representing growth of 43% over the three
               months ended March 31, 2011.


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      As of June 30, 2012, we had 185 employees, and we had local websites in 15 countries outside the U.S., including the United
  Kingdom, Germany, France, Spain, Italy and Austria.

  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, Latin America and Asia Pacific accounted for
  $910 billion in global expenditures in 2011, and is projected to increase 6% in 2012. Of this amount, approximately $284 billion, or 31%,
  was purchased online in 2011 representing a 16% compound annual growth rate, or CAGR, between 2005 and 2011. 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 2011, airline
  ticket sales represented 53% of total online travel purchases, followed by hotel bookings at 26%. Hotel bookings are the fastest growing
  online travel category and are projected to grow 13% in 2012. 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 $33 billion globally on travel-related advertising in 2011. Of this amount, only $5 billion,
  or 16%, was spent online with the remainder being spent primarily on traditional media. We believe that travel advertising will continue to
  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 $9 billion by 2015, a CAGR of 14% between 2011 and 2015.

        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.


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  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, and in some cases, they can complete their bookings directly through our websites and
  mobile applications.

       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 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 March 2012 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,” “Smarter way to search for travel online” and “Most comprehensive travel site.”
  In the first three months of 2012, 75% of our query volume was generated from people who directly visited our websites or used our
  mobile applications, and only 10% 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, or in many cases, users may now complete hotel bookings directly through our websites and mobile
  applications. 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 query 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,
  public domain technologies and tiered pricing arrangements with third-party software providers so that as queries continue to grow, we do
  not incur proportionately higher software costs. Since all travel products are purchased by our users directly on the travel supplier’s or
  OTA’s website or through relationships with third party booking and fulfillment providers, 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


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  OTAs to our query results, improving our search algorithms to enhance the speed and relevance of our query results, making the booking
  path easier for travelers and adding new features to our websites and mobile applications.

        Expand Our Booking Path Capabilities. We believe that many consumers would prefer to complete their bookings without having to
  leave our websites and mobile applications. In March 2011, we added the capability for consumers to make hotel reservations through our
  U.S. website. We have since introduced this feature on our mobile applications, across other geographies, and on a limited basis, for airline
  tickets and rental cars. Consumers benefit from a more seamless user experience, and we benefit from an increase in transactions, which
  generate revenue at a higher average rate per transaction. We intend to further extend this capability for flights and rental cars.

       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 32% for the month of March 2012 from 9% as of October 2009. We will continue to invest in broad reach
  marketing to increase our brand awareness and usage.

       Grow Our Business Internationally. In 2011, we opened an office in Zurich, Switzerland to serve as headquarters for our European
  operations. We operate websites in 15 countries outside of the U.S., including Germany, the United Kingdom, France, Spain, Italy and
  Austria. We believe that the international opportunity for our services is sizable, and we intend to continue to invest in both head count and
  marketing in 2012 and 2013.

        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 12 of this prospectus, before investing in our
  Class A common stock. Risks relating to our business include, among others:

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

         •     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 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;

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

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


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         •     as a result of our dual class stock, our management and other affiliates will have significant control over our common stock and
               could control our actions in a manner that conflicts with the interests of other stockholders.

  Recent Developments

       Although our results for the three months ended June 30, 2012 are not yet finalized, the following information reflects our
  expectations with respect to such results based on currently available information.

         •     For the three months ended June 30, 2012, we expect to report $74.5 – $76.0 million of revenues, representing growth of 31%
               – 34% over the three months ended June 30, 2011. Revenue growth was driven primarily by an increase in user queries for
               travel information.

         •     For the three months ended June 30, 2012, we expect to report income from operations of $13.4 – $14.4 million, representing
               growth of 133% – 151% over the three months ended June 30, 2011. These expected higher profits are the result of our
               increased revenues, along with better leverage in cost of revenues, marketing and general and administrative expenses, all of
               which declined as a percentage of revenues.

         •     For the three months ended June 30, 2012, we expect to have Adjusted EBITDA of $18.3 - $19.3 million, representing growth
               of 64% – 73% over the three months ended June 30, 2011. Adjusted Earnings Before Interest, Taxes, Depreciation and
               Amortization, or Adjusted EBITDA, is a non-generally accepted accounting principle metric used by management to measure
               our operating performance. See “—Summary Consolidated Historical and Operating Data” for an additional description of
               Adjusted EBITDA and below for a reconciliation of Adjusted EBITDA to income from operations for the ranges presented
               above for the three months ended June 30, 2012 (estimated) and the three months ended June 30, 2011 (actual).

         •     For the three months ended June 30, 2012, we processed 304 million user queries for travel information, representing growth
               of 33% over the three months ended June 30, 2011. We believe that the increase in our queries is primarily due to our
               investments in marketing, along with a growing loyal customer base.

         •     For the three months ended June 30, 2012, our mobile applications were downloaded 2.3 million times, representing growth of
               40% over the three months ended June 30, 2011.

       The following table reconciles expected net income from operations to Adjusted EBITDA for the three months ended June 30, 2011
  and 2012 and is unaudited:
                                                                                       June 30, 2012                    June 30, 2011
                                                                                 Low                   High
                                                                                       (unaudited)                      (unaudited)
               Income from operations                                         $ 13,400            $ 14,400          $           5,739
               Depreciation and amortization                                     2,100               2,100                      2,341
               Stock-based compensation                                          2,800               2,800                      3,054
               Adjusted EBITDA                                                $ 18,300            $ 19,300          $         11,134



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        The data presented above reflects our estimates based solely upon information available to us as of the date of this prospectus, is not a
  comprehensive statement of our financial results or position as of or for the three months ended June 30, 2012, and has not been audited,
  reviewed or compiled by our independent registered public accounting firm, PricewaterhouseCoopers LLP. Accordingly,
  PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. Our actual second quarter
  results will not be available until after this offering is completed, and may differ materially from these second quarter estimates.
  Accordingly, you should not place undue reliance upon these preliminary estimates. For example, during the course of the preparation of
  the respective financial statements and related notes, additional items that would require material adjustments to be made to the preliminary
  estimated financial information presented above may be identified. There can be no assurance that these estimates will be realized, and
  estimates are subject to risks and uncertainties, many of which are not within our control. See “Risk Factors” and “Special Note Regarding
  Forward-Looking Statements”.

  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 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 and to KAYAK Software Corporation in December 2011.

        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 checkfelix.com. We
  refer to these websites collectively as the KAYAK websites.

  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.

  Trademarks

        KAYAK ® , swoodoo TM , checkfelix.com ® 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, including logos, artwork and other visual displays, 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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                                                             THE OFFERING

   Class A common stock offered by KAYAK Software Corporation             3,500,000 shares

   Total Class A common stock to be outstanding after this offering       4,692,807 shares

   Total Class B common stock to be outstanding after this offering       33,864,565 shares

   Total common stock outstanding after this offering                     38,557,372 shares

   Over-allotment option of Class A common stock                          525,000 shares

   Concurrent Private Placements                                          Upon the closing of this offering, certain of our existing
                                                                          stockholders will have the right to purchase from us
                                                                          approximately $9.2 million of Class A common stock, at the
                                                                          initial public offering price, in a concurrent private placement.
                                                                          Based on an assumed initial public offering price of $23.50 per
                                                                          share, which is the midpoint of the range set forth on the cover
                                                                          of the prospectus, such stockholders will have the right to
                                                                          purchase from us up to an aggregate of 389,643 shares of Class
                                                                          A common stock. This right must be exercised, if at all, within
                                                                          five business days of the date on which we consummate the
                                                                          initial public offering, and will not apply if the initial public
                                                                          offering price per share equals or exceeds $31.09 per share.

                                                                          We have also agreed that we will issue, without further
                                                                          consideration, additional shares of Class A common stock to
                                                                          certain of our existing stockholders if our initial public offering
                                                                          price is less than $27.00 per share. In that event, the total number
                                                                          of such additional shares will be calculated by taking the amount
                                                                          by which $27.00 exceeds the initial public offering price per
                                                                          share, dividing that excess amount by the initial public offering
                                                                          price per share and, finally, multiplying the result by 8,008,842,
                                                                          which is the number of shares of Series D preferred stock held
                                                                          by the stockholders entitled to the automatic adjustment. Based
                                                                          on an assumed initial public offering price of $23.50 per share,
                                                                          which is the midpoint of the range set forth on the cover of the
                                                                          prospectus, we will issue to such stockholders, for no additional
                                                                          consideration, 1,192,807 additional shares of our Class A
                                                                          common stock.

                                                                          Any increase or decrease in the assumed initial public offering
                                                                          price of $23.50 per share would decrease or


                                                                      7
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                                                     increase, respectively, the aggregate number of shares that may
                                                     be issued in these concurrent private placements. See
                                                     “Concurrent Private Placements.”

                                                     We will not pay any underwriting discounts or commissions on
                                                     the shares issued in these concurrent private placements.

   Voting rights                                     The holders of Class A common stock generally have rights,
                                                     including as to dividends, identical to those of holders of Class B
                                                     common stock, except that holders of Class A common stock are
                                                     entitled to one vote per share, representing in the aggregate 1.4%
                                                     of the combined voting power of all classes of voting stock, and
                                                     holders of Class B common stock are generally entitled to ten
                                                     votes per share, representing in the aggregate 98.6% of the
                                                     combined voting power of all classes of voting stock. Holders of
                                                     the Class A common stock and the Class B common stock
                                                     generally vote together as a single class, except as required by
                                                     law. See “Description of Capital Stock—Common
                                                     Stock—Voting Rights.” The Class B common stock may be
                                                     converted into Class A common stock at the option of the holder
                                                     at any time and shall convert automatically upon certain
                                                     specified transfers. See “Description of Capital Stock—Common
                                                     Stock—Conversion.”

   Use of proceeds                                   While we do not have any current specific plans for the net
                                                     proceeds resulting from this offering, 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.

   Risk Factors                                      See “Risk Factors” for a discussion of factors that you should
                                                     consider carefully before deciding whether to purchase shares of
                                                     our Class A common stock.

   Proposed NASDAQ Global Select Market symbol       KYAK.


                                                 8
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  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 common stock, 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
               33,864,565 shares of our Class B common stock and conversion of all outstanding options and warrants into options and
               warrants to purchase an aggregate of 9,345,896 shares of our Class B common stock; such conversions of preferred stock and
               preferred stock warrants will occur upon completion of this offering in accordance with the pre-existing terms of our
               convertible preferred stock and preferred stock warrants, and we will not be repurchasing any of such outstanding shares in
               connection with this offering;

         •     assumes the issuance of 1,192,807 shares of Class A common stock to certain existing stockholders pursuant to the automatic
               adjustment described under “Concurrent Private Placements,” based on an assumed initial public offering price of $23.50 per
               share, which is the midpoint of the range set forth on the cover of the prospectus;

         •     assumes an initial public offering price of $23.50 per share, the midpoint of the initial public offering price range indicated on
               the cover of this prospectus;

         •     excludes 103,904 shares of Class B common stock issuable upon the exercise of warrants outstanding as of March 31, 2012
               with a weighted average exercise price of $13.57 per share;

         •     excludes 8,942,265 shares of Class B common stock issuable upon the exercise of options outstanding as of March 31, 2012
               with a weighted average exercise price of $10.65 per share;

         •     excludes 1,291,767 shares of Class B common stock reserved for issuance pursuant to future grants of awards under our Third
               Amended and Restated 2005 Equity Incentive Plan as of March 31, 2012;

         •     excludes 1,100,000 shares of common stock reserved for issuance pursuant to future grants of awards under the 2012 Equity
               Incentive Plan as of the date of this prospectus;

         •     excludes 1,841,500 shares of Class B common stock reserved for issuance pursuant to options granted and subject to
               contingent grant under our Third Amended and Restated 2005 Equity Incentive Plan between April 1, 2012 and the date of this
               prospectus; and

         •     excludes the issuance of up to 389,643 shares of Class A common stock pursuant to the private placement purchase rights
               described under “Concurrent Private Placements,” based on our assumed initial public offering price of $23.50 per share,
               which is the midpoint of the range set forth on the cover of the prospectus.

      Unless indicated otherwise all references to “common stock” for periods after completion of this offering refer to our Class A
  common stock and Class B common stock on an aggregate basis.


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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 three-month periods ended March 31, 2011 and 2012, and the summary
  consolidated balance sheet data as of March 31, 2012 have been derived from our unaudited interim consolidated 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 summary consolidated statements of operations data for the years
  ended December 31, 2009, 2010, and 2011, have been derived from our audited financial statements included elsewhere in this prospectus.
  The historical results presented below are not necessarily indicative of the results to be expected for any future period.
                                                                                                                                            Three Months ended
                                                                                      Years ended December 31,                                  March 31,
   Consolidated Statements of Operating Data:                             2009                  2010                 2011                 2011               2012
   (in thousands except share and per share amounts)
   Revenues                                                           $    112,698          $    170,698         $     224,534        $     52,674      $      73,338

   Cost of revenues (excludes depreciation and amortization)                15,362                15,630                18,598                4,945             5,185

   Selling, general and administrative expenses:
          Marketing                                                         57,389                91,721               111,018              28,457             41,249
          Personnel                                                         22,638                29,764                40,785              10,039             11,913
          Other general and administrative expenses                          6,568                 9,967                16,400               4,217              4,832

                Total selling, general and administrative expenses
                   (excludes depreciation and amortization)                 86,595               131,452               168,203              42,713             57,994

   Depreciation and amortization                                             5,380                  6,821                8,486               2,061              2,050
   Impairment of intangible assets (1)                                         —                      —                 14,980              14,980                —

   Income (loss) from operations                                              5,361               16,795                14,267              (12,025 )           8,109
   Other income (expense)                                                    (1,225 )              3,357                 2,117                  632              (175 )
   Income tax expense (benefit)                                              (2,776 )             12,120                 6,681               (4,479 )           3,789

   Net income (loss)                                                  $      6,912          $       8,032        $       9,703        $      (6,914 )   $       4,145


   Net income (loss) per common share (after redeemable convertible
      preferred stock dividends)
         Basic                                                        $       (0.92 )       $       (0.57 )      $          (0.28 )   $       (1.33 )   $           0.17
         Diluted                                                      $       (0.92 )       $       (0.57 )      $          (0.28 )   $       (1.33 )   $           0.11
   Weighted average shares outstanding:
         Basic                                                            5,223,187             6,463,639             7,309,202           7,397,372          7,037,280
         Diluted                                                          5,223,187             6,463,639             7,309,202           7,397,372         37,331,889
   Unaudited pro forma: (2)
   Net income per common share:
         Basic                                                                                                   $          0.28                        $           0.12
         Diluted                                                                                                 $          0.26                        $           0.11
   Weighted average common shares:
         Basic                                                                                                       34,076,858                             33,804,936
         Diluted                                                                                                     37,740,386                             37,331,889
   Other Data:
        Adjusted EBITDA (3)                                           $     16,188          $     32,119         $      50,160        $      8,153      $      13,157
        Capital expenditures                                          $      2,269          $      2,273         $       4,260        $        491      $         500
        Queries (4)                                                        458,594               634,319               898,573             214,219            310,315



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   Consolidated Balance Sheet Data:
                                                                                                                                                     Pro Forma at               Pro Forma
                                                                                                                           March 31,                  March 31,                 as Adjuste
                                                                                                                            2012                       2012 (2)                    d (5)
                                                                                                                                                    (unaudited)
             Cash and cash equivalents                                                                                    $     35,385             $         35,385             $    110,589
             Working capital                                                                                                    73,648                       73,648                  146,306
             Total assets                                                                                                      291,948                      291,948                  364,606
             Total liabilities                                                                                                  37,695                       37,695                   37,695
             Redeemable convertible preferred stock                                                                            250,430                          —                        —
             Total stockholders’ equity (deficit)                                                                                3,823                      254,253                  326,912


       (1)      In January 2011, we determined that we would not support two brand names and URLs in the United States and decided that we would migrate all traffic from
                sidestep.com to KAYAK.com . As a result, our SideStep brand name and URL intangible assets were impaired, and we incurred a related write-down of $15.0 million in
                the first three months of 2011.
       (2)      The pro forma balances give effect to the conversion of all outstanding shares of our common stock and our redeemable convertible preferred stock into 33,805,623 shares
                of our Class B common stock.
       (3)      Earnings Before Interest, Taxes, Depreciation and Amortization, or EBITDA, is a metric used by management to measure operating performance. Adjusted EBITDA
                represents EBITDA excluding the impact of stock-based compensation expense and other income (expense), net. 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 income (loss) from operations to Adjusted EBITDA for the periods presented and is unaudited:

                                                                                                                                             Three Months
                                                                                          Years ended December 31,                          ended March 31,
                                                                                      2009           2010          2011                    2011          2012
                            Income from operations                                   $ 5,361       $ 16,795      $ 14,267                $ (12,025 )   $ 8,109
                            Other income (expense), net                                (1,346 )        3,250         2,006                     611           (196 )
                            Depreciation and amortization                               5,380          6,821         8,486                   2,061          2,050
                            Impairment of intangible assets (1)                           —              —          14,980                  14,980            —

                            EBITDA                                                        9,395           26,866           39,739             5,627            9,963
                            Stock-based compensation expense                              5,447            8,503           12,427             3,137            2,998
                            Other (income) expense, net                                   1,346           (3,250 )         (2,006 )            (611 )            196

                            Adjusted EBITDA                                          $ 16,188         $ 32,119         $ 50,160          $    8,153        $ 13,157


       (4)        Queries refer to user requests for travel information we process through our websites and mobile applications.
       (5)        Pro forma as adjusted basis reflects: (i) pro forma basis conversions as described above, (ii) the sale by us of 3,500,000 shares of Class A common stock in this offering
                  and our receipt of the estimated net proceeds from that sale, based on an assumed public offering price of $23.50 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 amended and restated certificate of incorporation which will occur prior to the closing of this offering.



                                                                                               11
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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, which could limit the information we are
      able to provide to travelers.

       Our ability to attract users to 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 have been a number of airline mergers, including the 2008 merger between Delta Air Lines and Northwest Airlines, the
2010 merger between United Airlines and Continental Airlines and the 2011 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 9% 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.

      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 advance notice to us. These changes may
include a cessation in the provision of travel data to us, or a reduction in, or elimination of, our compensation.

      During the three months ended March 31, 2012, our top ten travel suppliers and OTAs accounted for approximately 63% of our total
revenues. In particular, for the three months ended March 31, 2012, Expedia and its affiliates, including its Hotels.com and Hotwire
subsidiaries, accounted for 23% of our total revenues. Also during this period, each of Priceline and Orbitz and its affiliates, including its
CheapTickets, HotelClub and ebookers subsidiaries, accounted for 10% 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 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 primarily depend on a single third party to provide our airfare query results, and a loss of this provider could limit our ability, or
      make it more difficult for us, to provide travelers with accurate flight information.

      We license faring engine software from ITA Software, Inc., or ITA, under an agreement which expires on December 31, 2013. This
faring engine software directly provided approximately 39% of our overall airfare query results for the first four months of 2012. Additionally,
16% of our overall airfare query results during such period were obtained from other sources which, in turn, utilized the ITA faring engine
software. 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. In addition, we believe that alternative faring engine solutions currently do not provide the
level of comprehensiveness and accuracy that ITA’s software provides.

      Airline travel queries accounted for approximately 86% of the queries performed on our websites and mobile applications for the three
months ended March 31, 2012, and distribution revenues from airline queries represented approximately 24% of our revenues for the three
months ended March 31, 2012. We anticipate domestic airfare 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 enhancements or improvements to the software, or an adverse change in our
costs associated with use of the ITA software, could have a significant negative effect on the comprehensiveness and/or speed of our query
results, and on our revenues and operating results. Moreover, we believe that a significant number of 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.

      In the event we are not offered access to Google’s enhancements of or replacements to ITA software at competitive prices or at all, our
      ability to compete and operate our business effectively, and our financial performance, may be materially adversely affected.

      On April 8, 2011, Google, Inc., or Google, entered into a consent decree agreeing to conditions on Google’s acquisition of ITA, and
Google subsequently completed its acquisition of ITA. The consent decree stated Google’s intent to offer an online travel search product and
Google has since launched hotel and flight search tools and services that directly compete with the tools and services we offer. Google’s flight
search offering includes significantly increased speed on return of search results and, in the future, may include other enhancements or
improvements in performance of the ITA software which may not be made available to us. Although the consent decree will provide us with
the right to renew our existing ITA agreement on the same terms until October 2016, if ITA or Google limit our access to the ITA software or
any improvements to the software, separately develop replacement software to which they claim we are not entitled or increase the price we
pay for any improvements or replacement software and we are unable to replace ITA’s software with a comparable technology, we may be
unable to operate our business effectively and our financial performance may suffer.

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      Competition from general search engine companies could adversely affect us by reducing traffic to our website and mobile
      applications and by creating a competitive product that people choose over KAYAK when searching for travel online.

       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 its acquisition of ITA, Google has launched a travel search offering that displays hotel and airfare 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, Google has launched the ability for users of its website to search for hotel and airfare pricing
and availability, and as Google integrates 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. According to Experian
Hitwise, in September 2010, approximately 30% of traffic to travel-related websites began with Google. 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.

      We may be unable to maintain and increase brand awareness and preference, which could limit our ability to maintain our current
      financial performance or achieve additional growth.

      We rely heavily on the KAYAK brand. In our international markets we also rely on swoodoo and our other brands. Awareness, perceived
quality and perceived differentiated attributes of our brands 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 continued 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, or if
we discontinue our broad-reach campaign, 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
checkfelix.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

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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 result in a decrease in the amount and types of travel information we display, a loss of
      travelers using our products and services and a decrease in our financial performance.

     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;

      •      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.

      Changes in general search engine algorithms and dynamics or termination of traffic-generating arrangements could result in a
      decrease in the number of people directed to our websites.

       We use Internet search engines, principally through the purchase of travel-related keywords, to generate traffic to our websites. The
purchase of travel-related keywords consists of anticipating what words and terms consumers will use to search for travel on general search
engines and then bidding on those words and terms in the applicable search engine’s auction system. We bid against other advertisers for
preferred placement on the applicable general search engine’s results page. Approximately 10% of our user queries during the three months
ended March 31, 2012, 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. We also rely to a certain extent on advertisements that we place on websites
other than general search engines. Approximately 6% of our user queries during the three months ended March 31, 2012 resulted from these
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.

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      We have limited international experience and may be limited in our ability to expand into international markets, which could result in
      significant costs to us and a limitation on our ability to achieve future financial growth.

      We operate websites in 15 countries outside of the U.S., and we generated approximately 19% of our net revenues for the three months
ended March 31, 2012 from our international operations. With the exception of our managing director for Europe, 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.

      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 ability to attract and retain key personnel and adversely impact our
      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. Our workforce
worldwide has grown from fewer than 35 employees in 2006 to 185 employees and approximately 61 contractors as of June 30, 2012. 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.

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      We may not be able to expand our business model beyond providing travelers with travel query results and our attempts to do so could
      result in significant additional costs to us without a corresponding increase in our revenues.

       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 and declines in leisure travel or discretionary spending generally could reduce the
      demand for our services.

      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 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, including senior management and our technology professionals, 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, including our software engineers. 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. Our software engineers and technology professionals are key to designing code and algorithms
necessary to our business. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our
business would be adversely affected.

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      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.

      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 provide users with the option to complete certain hotel bookings directly through our websites and mobile applications. We
also currently facilitate the purchase of airlines tickets through our mobile applications and assist users in completing transactions directly with
travel suppliers. 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

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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 several patent infringement claims 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, swoodoo AG, or
swoodoo, and JaBo Software Vertrieb-und Entwicklung GmbH, or JaBo Software. We expect to continue to evaluate and enter into discussions
regarding 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.

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      The requirements of being a public company may strain our resources and distract our management, which could make it difficult to
      manage our business, particularly after we are no longer an “emerging growth company”.

      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.

       As an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 enacted on April 5, 2012, which we
refer to as the JOBS Act, we may take advantage of certain temporary exemptions from various reporting requirements including, but not
limited to, not being required to comply with the auditor attestation requirements of Section 404 of SOX (and rules and regulations of the SEC
thereunder, which we refer to as Section 404) and reduced disclosure obligations regarding executive compensation in our periodic reports and
proxy statements. In addition, we have elected under the JOBS Act to delay adoption of new or revised accounting pronouncements applicable
to public companies until such pronouncements are made applicable to private companies.

      When these exemptions cease to apply, we expect to incur additional expenses and devote increased management effort toward ensuring
compliance with them. We will remain an “emerging growth company” for up to five years, although we may cease to be an emerging growth
company earlier under certain circumstances. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations
— JOBS Act” for additional information on when we may cease to be an emerging growth company. We cannot predict or estimate the amount
of additional costs we may incur as a result of becoming a public company or the timing of such costs.

      Fluctuations in our financial results make quarterly comparisons and financial forecasting difficult, which could make it difficult to
      manage our business.

      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 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

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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 could limit our ability to expand our product offerings or enter into new
      markets and could require us to expend significant resources, including the attention of senior management, to review and comply
      with such regulations.

      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 particular, the Department of Transportation, or DOT, regulates the advertising and sale of air transportation. The DOT actively
enforces its regulations and recently made significant changes to the regulations and standards that apply to air carriers and ticket agents. While
we are neither an air carrier nor a

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ticket agent, to the extent we expand our business model in the air transportation area to facilitate bookings, we could become subject to DOT
oversight, which would require us to incur significant compliance costs and may require us to change our business practices with respect to the
display of airfare and airfare advertising.

      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.

      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.

      If we are not successful in our ongoing arbitration disputes with Orbitz Worldwide, Inc., we may be required to pay money damages
      and cease offering certain advertising products.

      We are currently a party to two arbitration disputes with Orbitz Worldwide, Inc., or Orbitz. In the first dispute, Orbitz contends that we
violated certain exclusivity provisions by our display of certain core query results. We may be ordered to pay Orbitz damages in connection
with certain limited displays, and we may be required to stop displaying certain suppliers, which could adversely impact our total revenues.

      In the second arbitration, Orbitz contends that we violated our 2009 Promotion Agreement by failing to abide by certain exclusivity
provisions relating to the display of certain hotel booking functionality on our websites. If we are not successful in defending against these
claims, we may be forced to pay money damages to Orbitz, and we may be required to stop using certain third-party booking and fulfillment
providers, which could adversely impact our total revenues.

      Fluctuations in foreign currency exchange rates affect financial results in U.S. dollar terms and could negatively impact our financial
      results.

      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

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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 various patent infringement claims. These claims allege, among other things, that our website technology
infringes upon owned patent technology. If we are not successful in defending ourselves against these claims, we may be required to pay
money damages, which could have an adverse effect on our results of operations. In addition, the costs associated with the loss of these claims
could have an adverse effect on our results of operations. Please see the discussion regarding these claims 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 intellectual property 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. 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.

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      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 Class A Common Stock

      Our securities have no prior market and an active trading market may not develop, which may cause our Class A 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 Class A common stock. The initial public offering price for our Class A
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 Class A common stock after this offering. If you purchase shares of our Class A 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 the NASDAQ Global Select Market or otherwise or how liquid that market might become. An
active public market for our Class A 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 Class A common stock at a price that is attractive to you, or at all.

      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 Class A common stock may fluctuate significantly.

      After this offering, the market price for our Class A common stock is likely to be volatile, in part because our shares have not been traded
publicly. In addition, the market price of our Class A 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;

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      •      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 Class A common stock, our failure to meet these
             estimates or failure of those analysts to initiate or maintain coverage of our Class A common stock;

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

      •      future sales of our Class A 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 Class A common stock, regardless of our actual operating performance. As a
result, our Class A common stock may trade at prices significantly below the initial public offering price.

      The stock markets, including the NASDAQ Global Select Market, 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 Class A 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 Class A common stock in the public market after this offering, or the perception that these sales could
occur, could adversely affect the price of our Class A 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 4,692,807 shares of Class A common stock outstanding, including the
shares of Class A common stock issuable pursuant to the automatic adjustment, and approximately 33,864,565 shares of Class B common stock
outstanding, and there will be approximately 33,864,565 shares of Class A common stock issuable upon conversion of such outstanding shares
of Class B common stock. In addition, certain of our existing stockholders have the right to purchase additional shares of Class A common
stock based on the initial public offering price as described under “Concurrent Private Placements.” Our shares of Class A common stock
offered in this offering will be freely tradable without restriction under the Securities Act, except for any shares of our Class A 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 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. LLC, or Morgan Stanley. Collectively, the holders of our securities subject to these
restrictions own approximately 33,702,796 shares of our Class B common stock and 1,192,807 shares of our Class A common stock,
representing approximately 90.5% of our outstanding common stock, after giving effect to the offering and to the issuance of Class A common
stock pursuant to the automatic adjustment. See “Underwriters” for a more detailed description of the terms of these “lock-up” arrangements.
All of our

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shares of Class A common stock outstanding as of the date of this prospectus, and all of our shares of Class A common stock issuable upon
conversion of the shares of Class B common stock outstanding as of the completion of this offering, 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. As a result, assuming that we issue and sell 3,500,000 shares of our Class A common stock in this offering and there are no
further issuances of our securities, other than the issuance of 1,192,807 shares of Class A common stock pursuant to the automatic adjustment
as part of the concurrent private placements, the holders of our securities subject to these restrictions will be entitled to sell approximately
90.5% of our total common stock 180 days after the date of this prospectus. 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 Class A 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 Class A
common stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of our
Class A 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 Class A 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 Class A 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 Class A
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 Class A 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 not currently required to comply with SEC rules that implement Sections 302 and 404 of SOX, and are therefore not required to
make a formal assessment of the effectiveness of our internal controls over financial reporting for that purpose. However, at such time as
Section 302 is applicable to us, which we expect to occur immediately following effectiveness of this registration statement, we will be
required to evaluate our internal controls over financial reporting. Furthermore, at such time as we cease to be an “emerging growth company”,
as more fully described in these Risk Factors, we shall also be required to comply with Section 404. At such time, we may identify material
weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us 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
Section 404 in a timely manner or with adequate compliance, our independent registered public accounting firm may issue an adverse opinion
due to ineffective internal controls 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.

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      We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging
      growth companies will make our common stock less attractive to investors.

      We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to,
not being required to comply with the auditor attestation requirements of Section 404 and reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements. In addition, we have elected under the JOBS Act to delay adoption of new or
revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. As a
result, our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates
for new or revised accounting standards that are applicable to public companies. We cannot predict if investors will find our Class A common
stock less attractive if we rely on these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a
less active trading market for our Class A common stock and our stock price may be more volatile.

      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 Class B common stock will have ten votes per share and our Class A common stock, which is the
stock we are selling in this offering, will have one vote per share. We anticipate that our executive officers, directors and their affiliated entities
together will beneficially own approximately 71.6% of our common stock, representing approximately 78.3% of the voting power 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 and further assuming no exercise of the underwriters’ over-allotment option. In addition, because of this dual class
structure, our executive officers, directors and their affiliated entities will continue to be able to control all matters submitted to our
stockholders for approval even if they come to own less than 50% of the outstanding shares of our common stock. 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 Class A 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 Class A common
stock, which may never occur. Investors seeking cash dividends in the foreseeable future should not purchase our Class A 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

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             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 only the chairperson of our board of directors, chief executive officer or a majority of the board of directors may call a
             special meeting of stockholders;

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

      •      provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a
             quorum; 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 ability to remain competitive by continuing to innovate and provide tools and services that are useful to travelers;

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

      •      competition from general search engines and other travel companies;

      •      impact on us of changes in general search engine algorithms of major search engines, such as Google, or termination of our
             advertising arrangements with other travel-related websites;

      •      our ability to maintain and increase brand awareness;

      •      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;

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

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

      •      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 $72.7 million based on the assumed initial public
offering price of $23.50 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 incurred 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 $84.1 million, after deducting
the estimated underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 increase or decrease in the
assumed initial public offering price of $23.50 per share would increase or decrease the net proceeds we receive from this offering by
approximately $3.3 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.

      While we do not have any current specific plans for the net proceeds resulting from this offering, 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.

      The primary purposes of this offering are to raise additional working capital, create a public market for our Class A 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.

       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.

                                                              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 March 31, 2012:

      •      on an actual basis;

      •      on a pro forma basis to give effect to the conversion of all outstanding shares of our common stock and our redeemable convertible
             preferred stock into 33,805,623 shares of our Class B 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 3,500,000
             shares of Class A common stock in this offering and our receipt of the estimated net proceeds from that sale, based on an assumed
             public offering price of $23.50 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, (iii) the issuance by
             us of 1,192,807 shares of Class A common stock based on the midpoint of the initial public offering price range set forth on the
             cover page of this prospectus, for no additional consideration, pursuant to the automatic adjustment described under “Concurrent
             Private Placements,” and (iv) the filing of our amended and 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.”
                                                                                                                                                Pro
                                                                                                                           Pro                Forma as
                                                                                                   Actual                 Forma               Adjusted
                                                                                                                      (unaudited)
                                                                                                          (in thousands, except share and per
                                                                                                                    share amounts)

Cash and cash equivalents                                                                      $    35,385           $ 35,385             $ 110,589

Redeemable Convertible Preferred Stock (1 ) :
    Series A redeemable convertible preferred stock, $0.001 par value: 6,600,000
      shares authorized, issued and outstanding                                                $      9,801          $       —            $         —
    Series A-1 redeemable convertible preferred stock, $0.001 par value: 1,176,051
      shares authorized, issued and outstanding                                                       2,380                  —                      —
    Series B redeemable convertible preferred stock, $0.001 par value: 4,989,308
      shares authorized, issued and outstanding                                                       9,993                  —                      —
    Series B-1 redeemable convertible preferred stock, $0.001 par value: 2,138,275
      shares authorized, issued and outstanding                                                       4,071                  —                      —
    Series C redeemable convertible preferred stock, $0.001 par value: 3,897,084
      shares authorized, 3,855,180 shares issued and
      outstanding                                                                                   15,544                   —                      —
    Series D redeemable convertible preferred stock, $0.001 par value: 8,075,666
      shares authorized, 8,008,842 shares issued and
      outstanding                                                                                  208,641                   —                      —
Total redeemable convertible preferred stock                                                   $ 250,430             $       —            $         —

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                                                                                                                                               Pro
                                                                                                                          Pro                Forma as
                                                                                                   Actual                Forma               Adjusted
                                                                                                                     (unaudited)
                                                                                                         (in thousands, except share and per
                                                                                                                   share amounts)

Stockholders’ Equity:
    Common Stock, $0.001 par value: 50,000,000 shares authorized, 7,037,967 shares
      issued and outstanding, actual; no shares authorized, issued and outstanding, on a
      pro forma and pro forma as adjusted basis                                                $           7        $        —           $         —
    Class A common stock, $0.001 par value: no shares authorized, issued and
      outstanding, actual; 150,000,000 shares authorized, 4,692,807 shares issued and
      outstanding, on a pro forma and pro forma as adjusted basis                                       —                    —                          5
    Class B common stock, $0.001 par value: no shares authorized, issued and
      outstanding, actual; 50,000,000 shares authorized, 33,805,623 shares issued and
      outstanding, on a pro forma and pro forma as adjusted basis                                       —                      34                   34
      Additional paid-in capital                                                                      3,544             253,947              326,601
      Accumulated other comprehensive income                                                            177                 177                  177
      Accumulated earnings                                                                               95                  95                   95
           Total stockholders’ equity                                                                 3,823             254,253              326,912
                Total capitalization                                                           $ 254,253            $ 254,253            $ 326,912



(1)    All redeemable 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 March 31, 2012 does not include:

      •      103,904 shares of Class B common stock issuable upon the exercise of outstanding warrants at a weighted average exercise price
             of $13.57 per share;

      •      8,942,265 shares of Class B common stock issuable upon the exercise of options outstanding with a weighted average exercise
             price of $10.65 per share;

      •      1,291,767 shares of Class B common stock reserved for issuance pursuant to future grants of awards under our Third Amended and
             Restated 2005 Equity Incentive Plan;

      •      1,100,000 shares of common stock reserved for issuance pursuant to future grants of awards under the 2012 Equity Incentive Plan
             as of the date of this prospectus;

      •      1,841,500 shares of Class B common stock reserved for issuance pursuant to options granted and subject to contingent grant under
             our Third Amended and Restated 2005 Equity Incentive Plan between April 1, 2012 and the date of this prospectus; and

      •      389,643 shares of Class A common stock pursuant to the private placement purchase rights described under “Concurrent Private
             Placements,” based on an assumed initial public offering price of $23.50 per share, which is the midpoint of the range set forth on
             the cover of the prospectus.

     Each $1.00 increase or decrease in the assumed initial public offering price of $23.50 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 $3.3 million and total
stockholders’ equity by approximately $3.3 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
and assuming no shares are issued pursuant to the private placement purchase rights described under “Concurrent Private Placements.”

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                                                                    DILUTION

      Dilution is the amount by which the portion of the offering price paid by the purchasers of our Class A common stock in this offering
exceeds the net tangible book value per share of our Class A common stock after the offering. Unless otherwise stated, the following
descriptions in this section do not include the impact of dilution from the potential issuance of shares of Class A common stock pursuant to the
concurrent private placements and assumes no exercise of stock options or conversion of warrants outstanding as of March 31, 2012.

      If you invest in our Class A common stock, you will be diluted to the extent the initial public offering price per share of our Class A
common stock exceeds the net tangible book value per share of our Class A common stock and Class B common stock immediately after this
offering. Our net tangible book value as of March 31, 2012 was approximately $81.4 million, or $11.57 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 7,037,967
shares of our common stock issued and outstanding as of that date.

       The pro forma net tangible book value of our Class A common stock and Class B common stock as of March 31, 2012 was approximately
$81.4 million, or $2.41 per share. Pro forma net tangible book value per share represents our total pro forma tangible assets less total pro forma
liabilities, divided by 33,805,623 shares, the pro forma number of shares of Class A common stock and Class B common stock outstanding as
of March 31, 2012, in each case after giving effect to the conversion of all outstanding convertible preferred stock into Class B common stock.

      After giving effect to the issuance and sale of 3,500,000 shares of our Class A 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 $23.50 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 March 31, 2012 would have been
approximately $154.1 million, or $4.00 per share. This amount represents an immediate increase in pro forma as adjusted net tangible book
value of $1.59 per share to existing stockholders and immediate dilution in pro forma as adjusted net tangible book value of $19.50 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                                                                                         $ 23.50
Net tangible book value per share at March 31, 2012, before giving effect to this offering                             $ 11.57
Decrease per share attributable to conversion of convertible preferred stock and warrants                              $ (9.16 )
Pro forma net tangible book value before this offering                                                                 $    2.41
Increase in pro forma net tangible book value per share attributable to new investors purchasing shares in this
  offering                                                                                                             $    1.59
Pro forma as adjusted net tangible book value per share after giving effect to this offering                                            $    4.00
Dilution per share to new investors                                                                                                     $ 19.50


      A $1.00 increase (decrease) in the assumed initial public offering price of $23.50 per share would increase (decrease) our pro forma as
adjusted net tangible book value by $3.3 million, the pro forma as adjusted net tangible book value per share after this offering by $0.08 and the
dilution per share to new investors by $0.08 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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       These amounts may be further increased or decreased due to the concurrent private placements. For example, pursuant to the private
placement purchase rights, we may issue up to approximately $9.2 million of Class A common stock at the initial public offering price, if the
initial public offering price is less than $31.09 per share. Furthermore, pursuant to the automatic adjustment, if the initial public offering price
is less than $27.00 per share we will issue to certain of our existing stockholders a total number of additional shares calculated by taking the
amount by which $27.00 exceeds the initial public offering price per share, dividing that excess amount by the initial public offering price per
share and, finally multiplying the result by 8,008,842, which is the number of shares of Series D preferred stock held by the stockholders
entitled to the automatic adjustment. Based on an assumed initial public offering price of $23.50 per share, which is the midpoint of the range
set forth on the cover of the prospectus, we would issue to such stockholders, for no additional consideration, 1,192,807 additional shares of
our Class A common stock. See “Concurrent Private Placements.”

      The following table summarizes as of March 31, 2012, after giving effect to this offering, based on an assumed initial public offering
price of $23.50 per share, the differences between existing stockholders and new investors with respect to the number of shares of common
stock purchased from us, the total consideration paid to us and the average price per share paid before deducting estimated underwriting
discounts and commissions. This table assumes the issuance, for no consideration, of 1,192,807 shares of Class A common stock to existing
stockholders pursuant to the automatic adjustment.
                                                                                                                                         Average
                                                                                                                                         Price Per
                                                                     Shares Purchased                    Total Consideration              Share
(in thousands except share and per share amounts)                Number                 Percent        Amount             Percent
Existing stockholders                                            34,998,430                90.9 %    $ 205,871                 71.5 %   $    5.88
New investors                                                     3,500,000                 9.1         82,250                 28.5         23.50
Total                                                            38,498,430                100 %     $ 288,121                 100 %    $     7.48

      The foregoing table does not reflect options outstanding under our stock option plans or stock options to be granted after the offering or
the issuance of shares pursuant to the private placement purchase rights described above and under “Concurrent Private Placements.”

     Following the offering, based on the number of options outstanding as of June 30, 2012, there will be 9,241,992 options outstanding with
an average exercise price of $11.33 per share, 58,942 shares of Class B common stock outstanding resulting from option exercises occurring
between April 1, 2012 and June 30, 2012, 103,904 warrants outstanding with an average exercise price of $13.57 per share and rights to
purchase 389,643 shares of Class A common stock pursuant to the private placement purchase rights at an exercise price of $23.50 per share.

     If the underwriters exercise their over-allotment option in full, our existing stockholders would own 34,998,430 or, 89.7%, in the
aggregate, and our new investors would own 4,025,000 or, 10.3%, in the aggregate, of the total number of shares of our Class A and Class B
common stock outstanding after this offering.

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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, 2007 and 2008 and the consolidated balance
sheet data as of December 31, 2007, 2008, and 2009 have been derived from consolidated financial statements not included in this prospectus.
The consolidated statements of operations data for the three-month periods ended March 31, 2011 and 2012 and the balance sheet data as of
March 31, 2012 are derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus, have been
prepared on the same basis as the audited 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 three months ended March 31, 2012 are not necessarily indicative of the results that may be expected for the full 2012
fiscal year and historical results presented below are not necessarily indicative of the results to be expected for any future period. 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, “Risk Factors” 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)
                                                                                                                                                  Three Months ended
                                                                            Years ended December 31,                                                  March 31,
                                                    2007              2008              2009                2010              2011               2011              2012
Revenues                                        $     48,444      $    112,018      $    112,698        $    170,698      $     224,534      $     52,674      $      73,338

Cost of revenues (excludes depreciation and
  amortization)                                        7,497            17,985               15,362           15,630             18,598              4,945              5,185

Selling, general and administrative expenses:
       Marketing                                      33,624            56,841               57,389           91,721            111,018            28,457              41,249
       Personnel                                       8,131            19,150               22,638           29,764             40,785            10,039              11,913
       Other general and administrative
          expenses                                     2,346             5,743                6,568            9,967             16,400              4,217              4,832

             Total selling, general and
                administrative expenses
                (excludes depreciation and
                amortization)                         44,101            81,734               86,595          131,452            168,203            42,713              57,994

Depreciation and amortization                          1,485             5,214                5,380            6,821              8,486             2,061               2,050
Impairment of intangible assets (1)                      —                 —                    —                —               14,980            14,980                 —

Income (loss) from operations                          (4,639 )           7,085               5,361           16,795             14,267            (12,025 )            8,109
Other income (expense)                                    271            (1,569 )            (1,225 )          3,357              2,117                632               (175 )
Income tax expense (benefit)                              —                 415              (2,776 )         12,120              6,681             (4,479 )            3,789

Net income (loss)                               $      (4,368 )   $      5,101      $         6,912     $      8,032      $       9,703      $      (6,914 )   $        4,145


Net income (loss) per common share (after
   redeemable convertible preferred stock
   dividends):
      Basic                                     $       (1.67 )   $       (1.37 )   $         (0.92 )   $       (0.57 )   $        (0.28 )   $       (1.33 )   $         0.17
      Diluted                                   $       (1.67 )   $       (1.37 )   $         (0.92 )   $       (0.57 )   $        (0.28 )   $       (1.33 )   $         0.11
Weighted average shares outstanding:
     Basic                                          3,860,114         4,831,777         5,223,187           6,463,639          7,309,202         7,397,372          7,037,280
     Diluted                                        3,860,114         4,831,777         5,223,187           6,463,639          7,309,202         7,397,372         37,331,889
Unaudited pro forma: (2)
Net income per common share:
      Basic                                                                                                               $         0.28                       $         0.12
      Diluted                                                                                                             $         0.26                       $         0.11
Weighted average common shares:
      Basic                                                                                                                   34,076,858                           33,804,936
      Diluted                                                                                                                 37,740,386                           37,331,889
Other Data:
Adjusted EBITDA (3)                             $     (1,415 )    $     18,699      $     16,188        $     32,119      $      50,160      $      8,153      $      13,157
Capital expenditures                            $      1,043      $      1,092      $      2,269        $      2,273      $       4,260      $        491      $         500
Queries (4)                                          238,449           434,540           458,594             634,319            898,573           214,219            310,315

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Consolidated Balance Sheet Data:
(in thousands)
                                                                               December 31,                                             March 31,
                                                  2007             2008             2009             2010              2011              2012
Cash and cash equivalents                     $    25,061      $    23,609      $    15,950      $    34,966       $    35,127      $      35,385
Working capital                                    27,984           38,453           36,019           58,629            65,560             73,648
Total assets                                      221,494          232,544          222,823          269,907           277,948            291,948
Long-term obligations (5) and redeemable
  convertible preferred stock                     230,330          237,218          225,085          238,246           248,644            251,559
Total stockholders’ equity (deficit)              (23,609 )        (22,940 )        (21,780 )           (450 )          (1,724 )            3,823

(1)   In January 2011, we determined that we would not support two brand names and URLs in the United States and decided that we would
      migrate all traffic from sidestep.com to KAYAK.com. As a result, our SideStep brand name and URL intangible assets were impaired
      and we incurred a related write-down of $15.0 million in the first three months of 2011.

(2)   Pro forma information gives effect to the conversion of all outstanding shares of our common stock and our redeemable convertible
      preferred stock into 33,805,623 shares of our Class B common stock.

(3)   Earnings Before Interest, Taxes, Depreciation and Amortization, or EBITDA, is a metric used by management to measure operating
      performance. Adjusted EBITDA represents EBITDA excluding the impact of stock-based compensation expense and other income
      (expense), net. 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 income (loss) from operations to EBITDA and Adjusted EBITDA for the periods presented and is
      unaudited:
                                                                                                                         Three months ended
                                                              Years ended December 31,                                       March 31,
                                         2007            2008             2009             2010         2011            2011              2012
Income (loss) from operations         $ (4,639 )     $    7,085       $    5,361         $ 16,795     $ 14,267      $   (12,025 )       $   8,109
Other income (expense), net                 62              594           (1,346 )          3,250        2,006              611              (196 )
Depreciation and amortization            1,485            5,214            5,380            6,821        8,486            2,061             2,050
Impairment of intangible assets (1)        —                —                —                —         14,980           14,980               —
EBITDA                                   (3,092 )        12,893            9,395           26,866       39,739            5,627             9,963
Stock-based compensation                  1,739           6,400            5,447            8,503       12,427            3,137             2,998
Other (income) expense, net                 (62 )          (594 )          1,346           (3,250 )     (2,006 )           (611 )             196
Adjusted EBITDA (3)                   $ (1,415 )     $ 18,699         $ 16,188           $ 32,119     $ 50,160      $     8,153         $ 13,157


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

(5)   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 better approach to online travel. Our websites and mobile applications enable people to easily research and compare
accurate and relevant information, including pricing and availability, in one comprehensive, fast and intuitive display. Our software gathers
information from multiple sources, including third party providers, travel suppliers and OTAs, and allows users to compare travel information
from hundreds of websites. We request information from our data sources based on a user’s travel criteria, and display query results with the
broadest set of websites that are relevant to such travel criteria. 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, and in many cases, users may now complete hotel
bookings directly through our websites and mobile applications. 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 distribution revenues by sending referrals to travel suppliers and OTAs and by
facilitating bookings through our websites and mobile applications, and we earn advertising revenues from advertising placements on our
websites and mobile applications. On the distribution side, travel suppliers and OTAs either pay us at the time of referral on a set cost per click,
or CPC, basis or after a user completes a transaction on a supplier or OTA website or through the KAYAK booking feature on a fixed cost per
acquisition, or CPA, basis or as a percentage of the transaction value.

      Advertising revenues primarily come from payments for text-based sponsored links, graphical display advertisements and compare units.
A “compare unit” is an advertising placement that, if selected by a KAYAK user, launches the advertiser’s website and initiates a query based
on the same travel parameters provided on the KAYAK website. The major types of advertisers on our websites consist of OTAs, third party
sponsored link providers, hotels, airlines and vacation package providers. Generally, our advertisers pay us on a CPC basis, which means
advertisers pay us only when someone clicks on one of their advertisements, or on a cost per thousand impression basis, or CPM. Paying on a
CPM basis means that advertisers pay us based on the number of times their advertisements appear on our websites. We believe that offering
advertisers the ability to pay on a CPC or CPM basis provides advertisers the ability to choose the method of payment that best suits their needs
and ultimately results in more advertisers choosing to advertise with us.

     We generate a significant portion of our revenues from a few large customers. Expedia and its affiliated brands, including Hotels.com and
Hotwire, together accounted for 23% of our total revenues for the three months ended March 31, 2012. We have separate contracts with respect
to Expedia and each of its affiliated brands, each of which have varying terms and expiration dates. Orbitz and Priceline each accounted for
approximately 10% of total revenues for the three months ended March 31, 2012. Our contract with Orbitz expires on December 31, 2013.

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Highlights and Trends

      Revenue Growth

      Our revenue for the three months ended March 31, 2012 was $73.3 million, a 39.2% increase over the three months ended March 31,
2011. Revenue for the year ended December 31, 2011 was $224.5 million, a 31.5% increase over the year ended December 31, 2010. These
increases in revenue were primarily due to increased travel queries on our websites and mobile applications, which increased 44.9% for the first
three months of 2012 and 41.7% for the full year 2011, respectively over the comparable periods in 2011 and 2010. We believe that traffic and
queries on our websites and mobile applications will continue to increase as more people learn about our websites and our brand.

      Brand Marketing

      We began investing in brand advertising, including TV advertisements and billboards, in late 2009. For the three months ended March 31,
2012, and for the year ended December 31, 2011, we spent $20.9 million and $57.7 million on these activities, respectively. We believe that
these investments contributed significantly to our revenue growth. Increasing brand awareness and usage is an important part of our growth
strategy and we expect to continue to invest at this level or above in brand marketing for the foreseeable future.

      International Expansion

      Our revenues from international operations accounted for approximately 19.3% and 17.9% of our total revenue for the three months
ended March 31, 2012, and the year ended December 31, 2011, respectively. We acquired swoodoo in May 2010 and checkfelix.com in April
2011. As a result of these acquisitions, and organic growth of the KAYAK brand, our international revenues grew to approximately $14.2
million during the first three months of 2012 from approximately $7.4 million during the first three months of 2011. We believe that these
strategic acquisitions, along with the establishment of our European headquarters in Zurich, Switzerland, have strengthened our presence and
team in Europe, and we plan to continue to invest in our international team and brands. We expect our revenues from international operations
to increase at a rate faster than revenues from our U.S. operations.

      Mobile Products

       We offer several mobile applications that allow people to use our services from smart phones such as the iPhone, Blackberry and phones
running on the Android operating system and tablet devices such as the iPad. These applications extend the availability of our services beyond
traditional computers and allow users greater access to KAYAK’s services. Queries conducted on our mobile applications accounted for 16.9%
and 14.1% of our total queries for the three months ended March 31, 2012, and the year ended December 31, 2011, respectively. However, we
estimate that revenues from mobile applications were approximately 2% of total revenues during the three months ended March 31, 2012, as
well as the year ended December 31, 2011. We believe mobile applications will continue to gain popularity, and we expect to continue to
commit resources to improve the features, functionality and commercialization of our mobile applications. We also believe that over time
mobile applications will begin to contribute meaningful revenue to our business.

      Cash and Debt

      We had cash and cash equivalents and marketable securities of $43.9 and $46.3 million as of March 31, 2012 and December 31, 2011,
respectively, 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.

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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 and Revenue per Thousand Queries

      Queries refer to user queries for travel information we process through our websites and mobile applications. We count a separate query
each time a user requests travel information through one of our websites or mobile applications. Therefore, a user visit to one of our websites
may result in no queries being counted, or in multiple queries being counted, depending on the activity of the user during that visit. On average,
a user performs approximately 1.1 queries per visit to our websites.

       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.

     We use query metrics to understand historical revenue performance, and to help in forecasting future revenues. In particular, RPM is a
key operating statistic that we use in our analysis of past performance and in connection with our evaluation of potential changes to our
business model and operating activities.

      Revenues

                                                                                                                                    % increase
                                                                                   Three Months ended March 31,                     (decrease)
                                                                                (Amounts in thousands (except RPM))
                                                                               2011                             2012
            Revenues                                                    $           52,674               $            73,338               39.2 %
            Queries                                                                214,219                        310,315                  44.9 %
            RPM                                                         $              246               $            236

      Revenues for the three months ended March 31, 2012 increased $20.7 million over the same period in 2011 primarily due to a 44.9%
increase in query volume. We attribute the increase in query volume to a variety of factors, including our investment in marketing activities and
our partnership with Bing Travel, which began in March 2011 . The increase in query volume was partially offset by a reduction in RPM due to
an increase in mobile queries, for which we earn revenue at a lower rate. Mobile queries were 16.9% of total queries in the first three months of
2012, as compared to 11.9% in the same period in 2011.

                                                                                                              % increase
                                                                                                               (decrease)         % increase
                                                        Year ended December 31,                               2009 to 2010       2010 to 2011
                                                    (Amounts in thousands (except RPM))
                                             2009                   2010                  2011
            Revenues                     $ 112,698             $ 170,698              $ 224,534                         51.5 %           31.5 %
            Queries                          458,594                634,319               898,573                       38.3 %           41.7 %
            RPM                          $       246           $        269           $       250                        9.3 %           (7.1 )%


      Revenues for the year ended December 31, 2011 increased $53.8 million over the same period in 2010 primarily due to a 41.7% increase
in query volume. We attribute the increase in query volume to a variety of

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factors including our investment in marketing activities, the acquisition of swoodoo in May 2010 and checkfelix.com in April 2011, and our
partnership with Bing Travel which began in March 2011. The increase in query volume was partially offset by a reduction in RPM due to an
increase in mobile queries, for which we earn revenue at a lower rate. Mobile queries were 14.1% of total queries in 2011, as compared to 8.2%
in 2010.

      Revenues for the year ended December 31, 2010 increased over the same period in 2009 primarily due to a 38.3% increase in website
queries. These additional queries accounted for $43.2 million of the $58.0 million increase. During the same period average revenue per
thousand queries increased 9.3%, primarily as a result of improved advertising sales. Our acquisition of swoodoo contributed $8.0 million to
our revenues in 2010.

      Cost of revenues (excludes depreciation and amortization)

      Cost of revenues consists of fees we pay to third parties to process airfare queries and expenses associated with operating and maintaining
our data centers. Additionally in 2009, these costs included advertising syndication expenses. Our syndication activities consisted of placing
text-based advertisements on other websites in exchange for a portion of the total revenues that we receive from those advertisements. We
included the portion of revenues remitted to our syndication partners in cost of revenues. We cancelled the majority of our advertising
syndication contracts in April 2009 to focus on our core business, resulting in decreased cost as a percentage of revenues from 2009 to 2010.
                                                                               Three Months ended March 31,
                                                                                                                             % increase
                                                                                 (Dollar amounts in thousands)               (decrease)
                                                                              2011                           2012
                    Cost of revenues                                     $       4,945                  $        5,185                4.9 %
                         % of total revenues .                                      9.4 %                           7.1 %


      Our cost of revenues increased $0.2 million for the first three months of 2012 compared to the same period in 2011 due to higher air
query fees partially offset by a decrease in data center costs. Air query fees increased $0.5 million in the first three months of 2012 compared to
the same period in 2011 due to increased query volume. Data center costs decreased $0.3 million in the first three months of 2012 compared to
the same period in 2011 due to reduced negotiated rates.
                                                         Year ended December 31,
                                                                                                             % increase      % increase
                                                        (Dollar amounts in thousands)                       2009 to 2010    2010 to 2011
                                                 2009                2010                 2011
                    Cost of revenues        $ 15,362             $ 15,630               $ 18,598                    1.7%          19.0%
                         % of total
                           revenues              13.6%                 9.2%                 8.3%

      Our cost of revenues increased $3.0 million in 2011 as compared to 2010, due to higher data center costs and air query fees. Data center
costs increased $1.6 million for the year ended December 31, 2011 as compared to the same period in 2010 due to expenses incurred to process
and improve overall query speed and efficiency. Additionally, our air query fees increased $1.3 million in 2011 compared to 2010 due to
increased query volume, partially offset by a lower cost per query. Our air query fees have a tiered pricing structure whereby increased volume
results in a lower overall cost per query.

     Our cost of revenues were relatively flat for the year ended December 31, 2010 compared to the same period in 2009 due primarily to
higher volume-driven air query fees of $1.6 million and data center costs of $0.7 million, partially offset by the elimination of advertising
syndication costs of $2.2 million discussed above.

      Selling, general and administrative expenses (excludes depreciation and amortization)

     Selling, general and administrative expenses consist of marketing, technology, personnel and other costs, which are more fully described
below.

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      Marketing

      Marketing consists of online marketing, brand marketing and other marketing expenses. Online marketing includes search engine fees
and contextual advertising placements. Search engine fees are fees we pay to Google and Yahoo for our advertisements to appear on their result
pages when users search certain travel-related keywords on the search engine’s website. We pay contextual advertisement fees to advertise on
other travel-related websites. These advertisements generally consist of the placement of a KAYAK logo or a check-box next to the KAYAK
name and often allow users who click on our contextual advertisements to launch a query on KAYAK using previously entered search
parameters. Brand marketing expense includes TV, billboards and display advertisements, and creative development fees. Other marketing
includes affiliate marketing, public relations, and other general marketing costs. Affiliate marketing refers to revenue sharing fees we pay to
other travel-related websites that drive traffic to KAYAK through use of their own marketing resources. Under our affiliate marketing program,
we provide our services through third party websites and pay them a percentage of any revenues received from these services.
                                                                                Three Months ended March 31,
                                                                                                                            % increase
                                                                               (Dollar amounts    in thousands)             (decrease)
                                                                                2011                         2012
                    Brand marketing                                        $      14,927               $       20,898            40.0%
                         % of total revenues                                        28.3 %                       28.5 %
                    Online marketing fees                                  $      11,498               $       18,520            61.1%
                         % of total revenues                                        21.8 %                       25.3 %
                    Other marketing                                        $       2,032               $        1,831           (9.9)%
                         % of total revenues                                          3.9 %                        2.5 %
                    Total marketing expense                                $      28,457               $       41,249            45.0%
                         % of total revenues                                        54.0 %                       56.2 %

      Marketing expenses for the three months ended March 31, 2012 increased $12.8 million compared to the same period in 2011. The
increase is primarily due to a $6.0 million increase in brand marketing which relates primarily to a $3.4 million incremental increase in Europe
brand marketing expense. Additionally online marketing expense increased by $7.0 million. We believe these marketing investments were the
primary contributor to our 44.9% increase in query growth in the first three months of 2012 as compared to the same period in 2011.
                                                        Year ended December 31,
                                                                                                            % increase      % increase
                                                      (Dollar amounts in thousands)                        2009 to 2010    2010 to 2011
                                               2009               2010                  2011
                    Brand marketing       $ 15,418            $ 43,702              $   57,715                    183.4%         32.1%
                         % of total
                           revenues            13.7%               25.6%                 25.7%
                    Online marketing
                      fees                $ 35,813            $ 41,663              $   45,648                    16.3%           9.6%
                         % of total
                           revenues            31.8%               24.4%                 20.3%
                    Other marketing       $     6,158         $     6,356           $     7,655                     3.2%         20.4%
                         % of total
                           revenues              5.5%               3.7%                  3.4%
                    Total marketing
                      expense             $ 57,389            $ 91,721              $ 111,018                     59.8%          21.0%
                         % of total
                           revenues            50.9%               53.7%                 49.4%

      Marketing expenses for the year ended December 31, 2011 increased $19.3 million compared to the same period in 2010. The $14.0
million increase in brand marketing relates primarily to a $12.9 million incremental investment in swoodoo, KAYAK Europe and
checkfelix.com. Additionally, our online marketing expense increased by $4.0 million. As a percentage of revenue, marketing expenses
decreased to 49.4% from 53.7% primarily due to efficiencies achieved in US marketing spend during 2011, as compared to the same period in
2010. For the year ended December 31, 2011, our total marketing spend for the US and Europe was $87.0 million and $24.0 million,
respectively, compared to $84.0 million and $7.7 million, respectively, for the year ended December 31, 2010. We believe these marketing
investments were the primary contributor to our 41.7% increase in query growth in 2011 as compared to 2010.

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      Marketing expense for the year ended December 31, 2010 increased $34.3 million compared to the same period in 2009 primarily due to
the initial launch of our KAYAK brand marketing campaign. We initiated a brand marketing campaign in November 2009, and for the year
ended December 31, 2010, we incurred $39.0 million in KAYAK brand marketing expense. 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.

      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.
                                                                                      Three Months ended March 31,                % increase
                                                                                       (Dollar amounts in thousands)
                                                                                   2011                              2012          (decrease)
                    Salaries, benefits and taxes                        $              6,902                 $          8,915         29.2 %
                         % of total revenues                                          13.1%                            12.2%
                    Stock-based compensation                            $              3,137                 $          2,998        (4.4) %
                         % of total revenues                                           6.0%                             4.1%
                    Total personnel                                     $             10,039                 $         11,913         18.7 %
                         % of total revenues                                          19.1%                            16.2%

     Our salaries, benefits and taxes increased primarily due to a net increase of 40 employees, or 30.1%, as of March 31, 2012 compared to
March 31, 2011. Stock compensation expense decreased in the first three months of 2012 compared to the first three months of 2011 due to
options granted in prior years becoming fully vested.
                                                            Year ended December 31,                                % increase
                                                                                                                                  % increase
                                                          (Dollar amounts      in thousands)                                     2010 to 2011
                                                   2009                     2010                 2011             2009 to 2010
                    Salaries, benefits and
                      taxes                  $ 17,473               $ 21,261                 $ 28,358                   21.7%          33.4%
                         % of total
                            revenues               15.5%                    12.5%                12.6%
                    Stock-based
                      compensation           $      5,165           $        8,503           $ 12,427                   64.6%          46.1%
                         % of total
                            revenues            4.6%                   5.0%                     5.5%
                    Total personnel          $ 22,638               $ 29,764                 $ 40,785                   31.5%          37.0%
                         % of total
                            revenues               20.1%                    17.4%                18.2%

      Our salaries, benefits and taxes increased primarily due to wage increases for existing employees and a headcount increase of 11
employees as of December 31, 2011 compared to December 31, 2010. In 2011 we also awarded bonuses totaling $1.3 million to our cofounders
as discussed in “Executive Compensation”. Stock compensation expense increased in 2011 compared to 2010 due to the additional grant of
options to purchase 1,155,000 shares of our common stock and the increase in the fair market value of our common stock.

     Salaries, benefits and taxes increased primarily due to a headcount increase of 40 employees between December 2009 and December
2010. Stock-based compensation increased in 2010 compared to 2009, due to the grant of 4,199,590 additional common stock options.

      Other general and administrative expenses

      All other operating costs are classified as other general and administrative expenses. The largest items in this category of expenses are
legal and accounting fees, technology costs, provision for doubtful accounts and

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facilities expenses. In 2009, general and administrative costs also included $0.3 million of stock-based compensation expense.
                                                                                            Three Months ended
                                                                                                 March 31,                        % increase
                                                                                               (Dollar amounts
                                                                                                in thousands)
                                                                                          2011                 2012                (decrease)
                    Other general and administrative expenses                                                                                   %

                                                                                        $ 4,217                  $ 4,832                 14.6
                        % of total revenues                                               8.0%                     6.6%

     Other general and administrative expenses increased $0.6 million for the three months ended March 31, 2012, compared to the same
period in 2011, primarily due to a $0.2 million increase in travel costs as well as a $0.2 million increase in the provision for doubtful accounts.
                                                                                                               % increase       % increase
                                                         Year ended December 31,                              2009 to 2010     2010 to 2011
                                                        (Dollar amounts in thousands)
                                                 2009               2010                2011
                    Other general and
                      administrative
                      expenses                $ 6,568             $ 9,967           $ 16,400                          51.8 %           64.5 %
                        % of total              5.8%                5.8%
                           revenues                                                       7.3%

       Other general and administrative expenses increased $6.4 million for the year ended December 31, 2011 compared to the same period in
2010 primarily due to a $2.9 million increase in legal and accounting fees, a $1.2 million increase in technology costs, and a $0.8 million
increase in travel expenses. Legal and accounting fees increased due to activities associated with the formation of our European entity and
litigation matters described in “Business — Legal Proceedings”.

      Other general and administrative expenses increased $3.4 million from 2009 to 2010 primarily due to $1.5 million in acquisition-related
and other legal and accounting fees, $1.2 million from the inclusion of swoodoo results beginning May 2010, and a $0.4 million increase in the
provision for doubtful accounts.

      Depreciation and amortization

     Depreciation and amortization consists primarily of depreciation of computer equipment, software and website development and
amortization of our trade names, customer relationships and other intangible assets.
                                                                                                                               % increase
                                                                      Three Months ended March 31,                             (decrease)
                                                                       (Dollar amounts in thousands)
                                                                   2011                                2012
                    Amortization                              $       1,635                    $         1,415                       (13.5 )%
                      % of total revenues                                3.1 %                              1.9 %
                    Depreciation                              $         426                    $           635                        49.1 %
                      % of total revenues                                0.8 %                              0.9 %
                    Total depreciation and
                      amortization                            $       2,061                    $         2,050                        (0.5 )%
                      % of total revenues                                3.9 %                              2.8 %

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     Depreciation and amortization remained relatively consistent during the three months ended March 31, 2012, compared to the same
period in 2011.
                                                                                                 % increase     % increase
                                                                                                2009 to 201      (decrease)
                                                       Years ended December 31,                      0          2010 to 2011
                                                      (Dollar amounts in thousands)
                                               2009                2010                2011
                    Amortization             $ 3,328            $ 4,619               $ 6,566       38.8%            42.2 %
                      % of total revenues      3.0%               2.7%                  2.9%
                    Depreciation             $ 2,052            $ 2,202               $ 1,920        7.3%           (12.8)%
                      % of total revenues      1.8%               1.3%                  0.9%
                    Total depreciation and
                      amortization           $ 5,380            $ 6,821               $ 8,486       26.8%            24.4 %
                      % of total revenues      4.8%               4.0%                  3.8%

      Depreciation and amortization increased $1.7 million during the year ended December 31, 2011, compared to the same period in 2010.
The increase is primarily due to a $2.2 million increase in amortization and depreciation from acquired entities, partially offset by a $0.6
million decrease from SideStep assets that are now fully depreciated.

      The inclusion of swoodoo in our results from May 2010 accounted for the $1.4 million increase in depreciation and amortization for the
year ended December 31, 2010, compared to the same period in 2009.

      Impairment of intangible assets

       In January 2011, we determined that we would no longer support two brand names and URLs in the United States and decided to migrate
all traffic from sidestep.com to KAYAK.com, resulting in a $15.0 million impairment charge.

      Other income (expense)

      For the three months ended March 31, 2012, we recorded a loss of $0.2 million as compared to a gain of $0.6 million for the same period
in 2011. The decrease of $0.8 million is primarily related to no longer being obligated to buy back shares of common stock issued as part of the
Swoodoo acquisition.

      For the year ended December 31, 2011, we recorded a gain of $1.1 million related to our obligation to buy back shares of our common
stock issued in connection with our acquisition of swoodoo in May 2010. We also recorded a $0.8 million gain related to the re-measurement
of intercompany balances denominated in foreign currencies.

      During 2010, we recorded a gain of $2.9 million related to our obligation to buy back shares of our common stock issued in connection
with our acquisition of swoodoo in May 2010. In addition, we realized a gain of $0.5 million related to the sale of the TravelPost assets.

      In 2009, we incurred a $1.0 million loss on the early extinguishment of debt.

      Income tax expense (benefit)

       Prior to December 31, 2009, we recorded a full valuation allowance against our net deferred 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. In 2010, we incurred income tax expense of $12.1 million, including a $1.6 million increase
to the

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valuation allowance, giving us an effective tax rate of 60.1%. Key effective tax rate drivers specific to 2010 were the sale of Travelpost, Inc.,
and an increase to the valuation allowance for state net operating losses incurred when we reduced our presence in California. In 2011, we
incurred income tax expense of $6.7 million giving us an effective tax rate of 40.8%. The primary differences between the statutory rate and
our effective tax rate include stock compensation from incentive stock options, state tax expense and differences in jurisdictional tax rates, as
shown in the table below.

       Provisions for income taxes compared with income taxes based on the federal statutory tax rate of 35% were as follows:
                                                                                                                                        December 31,
                                                                                                                       2009                   2010                   2011
U.S. Statutory federal income tax rate                                                                                    35.0 %                  35.0 %               35.0 %
State income taxes, net of federal benefits                                                                               15.8 %                   8.3 %                7.2 %
Compensation related to incentive stock options                                                                           27.0 %                   7.1 %                6.0 %
Gain on sale of TravelPost                                                                                                 —                       4.4 %                —
Mark-to-market adjustments                                                                                                 5.7 %                  (4.8 )%              (2.6 )%
Change to valuation allowance                                                                                           (149.1 )%                  8.0 %                —
Foreign rate differential                                                                                                  —                       —                   (2.7 )%
Other                                                                                                                     (1.5 )%                  2.1 %               (2.1 )%
Effective income tax rate                                                                                                 (67.1 )%                60.1 %               40.8 %


      For the twelve months ended December 31, 2011 and the three months ended March 31, 2012, our effective tax rate was 40.8% and
47.7%, respectively. The increase in the effective tax rate was principally a function of losses in Europe for which no benefit was recorded and
the resolution of tax matters.

Quarterly Financial Data/Seasonality

      The following table presents unaudited consolidated financial data for the trailing nine quarters ended March 31, 2012. The operating
results are not necessarily indicative of the results for any subsequent quarter.
                                                             2010                                                    2011                                           2012
                                                         Quarters ended                                          Quarters ended                                 Quarter ended


                                        Mar 31        June 30        Sept 30       Dec 31          Mar 31         June 30      Sept 30         Dec 31              Mar 31
Revenues                               $ 36,745      $ 43,721       $ 47,814      $ 42,418     $      52,674     $ 56,753     $ 61,160        $ 53,947      $           73,338
Cost of revenues (excludes
   depreciation and amortization)           4,048         3,772           3,810        4,000           4,945          4,684          4,151         4,818                 5,185
Selling, general, and administrative
       Marketing                           23,809        21,962         23,368        22,582          28,457         30,025       28,935          23,601                41,249
       Personnel                            6,615         7,101          7,271         8,777          10,039          9,800       10,286          10,660                11,913
       Other general and
          administrative expenses           1,543         2,260           2,728        3,436           4,217          4,164          3,196         4,823                 4,832

      Total selling, general and
         administrative expenses
         (excludes depreciation and
         amortization)                     31,967        31,323         33,367        34,795          42,713         43,989       42,417          39,084                57,994

Depreciation and amortization               1,367         1,660           1,896        1,898           2,061          2,341          1,935         2,149                 2,050
Impairment of intangible assets               —             —               —            —            14,980            —              —             —                     —

Income (loss) from operations          $    (637 )   $    6,966     $     8,741   $    1,725   $     (12,025 )   $    5,739   $ 12,657        $    7,896    $            8,109



      Seasonal factors cause our profitability to fluctuate from quarter to quarter. Typically, our highest revenue quarters are the second and
third quarters due to the fact that high travel seasons fall in these quarters.

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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.

      In January 2011, we determined that we would not support two brand names and URLs in the United States and decided that we would
migrate all traffic from sidestep.com to KAYAK.com. As a result, our SideStep brand name and URL intangible assets were impaired and we
incurred a related impairment charge of $15.0 million in the first three months of 2011.

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 $6.8 million in cash, net, and 825,000 shares of our common stock. Pursuant to an option agreed to with the former swoodoo
stockholders, in August 2011 we repurchased 685,219 of these shares at a price of €13.33 per share for a total of $13.2 million. We are no
longer obligated to repurchase any additional shares.

      In April 2011, we acquired all of the outstanding shares of JaBo Vertrieb-und Entwicklung GmbH, or JaBo Software, for $9.2 million in
cash, net. JaBo Software operates checkfelix.com, a leading travel metasearch website in Austria.

Liquidity and Capital Resources

      We have primarily funded our operations through the issuance of equity securities and cash flows from operations. Early in our history,
we relied on cash provided from the sale of shares of our redeemable 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 and entered into $30.0 million of term loans
to fund our acquisition of SideStep.

      We began to generate cash flows from operations in late 2007 and have not required any additional financing to fund our operations. We
repaid all outstanding principal and interest on the term loans in early 2009. We use our cash to fund operations, make capital expenditures and
acquire complementary businesses from time to time. We also have not recorded U.S. income and foreign withholding taxes on the earnings of
our foreign subsidiaries at March 31, 2012, because we intend to permanently reinvest those earnings.

      As of March 31, 2012, we had cash and cash equivalents and marketable securities of $43.9 million that we expect to utilize, along with
operating cash flows, to fund brand marketing, expansion in Europe and general corporate purposes. Included in this amount is $4.4 million of
cash held by foreign subsidiaries that is not available to fund domestic operations and obligations without paying taxes upon its repatriation.
Our operations currently provide us with most of our liquidity needs, and at this time we have nominal capital expenditure requirements. Our
known material liquidity needs for periods beyond the next twelve months are described in “Management’s Discussion and Analysis of
Financial Condition and Results of Operations—Contractual Obligations”. We believe that cash from operations, together with our cash and
short-term investment balance are sufficient to meet our ongoing capital expenditures, working capital requirements and other capital needs for
at least the next twelve months.

      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.

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      The following table presents cash flow information for the stated periods:
                                                                                                                                   Three Months
                                                                                                                                 Ended March 31,
                                                                          Year ended December 31,                                   (unaudited)
                                                                  2009              2010                 2011                 2011              2012
                                                                                          (Dollar amounts in thousands)
Cash flows from operating activities                          $    12,616          $ 21,932          $     32,899         $    6,489        $ (2,494 )
Cash flows from investing activities                                6,964            (8,375 )             (33,848 )           (9,532 )         2,122
Cash flows from financing activities                              (27,239 )           5,737                 1,809               (664 )           139

      Cash flows from operating activities

      Cash flows used in operating activities were $2.5 million for the three months ended March 31, 2012 as compared to cash flows from
operating activities of $6.5 million for the three months ended March 31, 2011. Net income (loss) was $4.2 million and $(6.9) million for the
three months ended March 31, 2012 and 2011, respectively. The increase in net income over the period is primarily related to a $15 million
impairment in the first quarter of 2011. Non-cash charges decreased by $7.6 million in the first three months of 2012 compared to the first three
months of 2011 due to an impairment of $15 million partially offset by $7.1 million in deferred taxes. Cash used for working capital was $10.8
million for the first three months of 2012 as compared to cash from working capital of $1.7 million in the first three months of 2011.

      Cash flows from operating activities were $32.9 million for the year ended December 31, 2011 as compared to cash flows from operating
activities of $21.9 million for the year ended December 31, 2010, an increase of $11.0 million. The increase in operating cash flows is
primarily related to cash from working capital of $2.6 million as of December 31, 2011 as compared to cash used for working capital of $5.4
million as of December 31, 2010. The change in cash from working capital relates primarily to an increase in payables. Non-cash charges
increased to $20.6 million for the year ended December 31, 2011 from $19.3 million for the year ended December 31, 2010, primarily due to a
decrease in SideStep deferred tax liabilities. Net income also increased to $9.7 million in 2011 from $8.0 million in 2010.

      Cash flows from operating activities were $21.9 million and $12.6 million in 2010 and 2009, including net income of $8.0 million and
$6.9 million, respectively. The difference in net income was offset by non-cash charges, which were $10.7 million higher in 2010 than in 2009,
primarily due to changes in net deferred tax assets, stock based compensation, and amortization from swoodoo intangible assets acquired in
May 2010. Cash used for working capital was $5.4 million for 2010 as compared to $2.9 million in 2009, due to an increase in our accounts
receivable, partially offset by accrued expenses. As of December 31, 2010 and 2009, accounts receivable, net were $30.2 million and $18.7
million, respectively, and the majority of this increase was due to an increase in sales over the same period. The increase in accrued expenses is
primarily attributable to increases in tax, marketing, and technology related accruals for the year ended December 31, 2010.

      Cash flows from investing activities

      Cash provided by investing activities was $2.1 million for the three months ended March 31, 2012 compared to cash used in investing
activities of $9.5 million for the same period in 2011. The increase in cash used in investing activities is primarily due to the maturities of
marketable securities of $3.2 million and the decrease in purchases of marketable securities of $8.5 million from 2012 to 2011.

      Cash used in investing activities was $33.8 million and $8.4 million for the years ended December 31, 2011 and 2010, respectively. The
year ended December 31, 2011 included $13.2 million in cash used to repurchase shares related to the acquisition of swoodoo in 2010. Cash
used in investing activities included the net purchase of $7.2 million in marketable securities in 2011, an increase of $4.3 million from 2010.
Cash used for business combinations was $9.2 million in 2011 as compared to $6.8 million in 2010 as discussed in “—Acquisitions” and the
notes to our consolidated financial statements.

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      Cash used in investing activities was $8.4 million for the year ended December 31, 2010 compared to cash provided by investing
activities of $7.0 million in 2009. Capital expenditures were $2.3 million in 2010 and 2009. During 2010, we had net purchases of marketable
securities of $2.9 million, while in 2009 we had net sales of marketable securities of $9.2 million. In 2009, we sold marketable securities to
generate cash used to pay down our term debt. During 2010, we acquired swoodoo for $6.8 million in cash, net, and received $3.6 million in
cash from our sale of TravelPost.

      Cash flows from financing activities

      Cash provided by financing activities was $0.1 million for the three months ended March 31, 2012 compared to cash used for financing
activities of $0.7 million for the same period in 2011. For the three months ended March 31, 2011, we incurred $0.9 million in cash expenses
related to the initial public offering.

     Cash provided by financing activities was $1.8 million for the year ended December 31, 2011 as compared to $5.7 million for the year
ended December 31, 2010. Proceeds and tax benefits from the exercise of stock options increased to $3.3 million in 2011 from $0.7 million in
2010. Cash used in connection with the initial public offering during 2011 was $1.5 million. The year December 31, 2010 included proceeds of
$3.7 million from the repayment of shareholder loans and proceeds of $1.4 million from the exercise of common stock warrants.

      Cash provided by financing activities was $5.7 million for the year ended December 31, 2010 compared to cash used for financing
activities of $27.2 million for the same period in 2009. The difference was due primarily to $25.3 million used to pay off term loans in 2009.
Additionally, in 2009, we provided loans to our shareholders of $2.5 million. These loans, plus earlier loans, were repaid in 2010, resulting in
cash proceeds of $3.7 million.

Contractual Obligations

      Our contractual obligations as of December 31, 2011 were as follows:
                                                                                            Amounts due by period
                                                                                          (Dollar amounts in thousands)
                                                                                  Less than              1-3                3-5      More than
                                                                  Total            1 year               years              years      5 years
Operating lease obligations                                    $ 6,301           $   1,697            $ 2,228             $ 1,841   $      535
Content licensing and technology agreements                    $ 7,000           $   7,000            $ —                 $ —       $      —
Total contractual cash obligations                             $ 13,306          $   8,697            $ 2,228             $ 1,841   $      535

      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.

      On April 3, 2012, we entered into a Products and Services Agreement with a technology provider. This agreement obligates us to make
minimum future payments of $1.6 million per year for the next four years. On May 31, 2012, we entered into a lease agreement for office space
for our international headquarters in Zurich, Switzerland. This lease agreement obligates us to make annual lease payments of CHF 0.2 million
in 2012 and CHF 0.6 million in each of 2013 through 2017. On June 4, 2012, we entered into a lease agreement for office space in Stamford,
Connecticut. This lease agreement obligates us to make annual lease payments between $0.8 and $0.9 million over the next 12 years.

Off-Balance Sheet Obligations

      We had no off-balance sheet obligations as of March 31, 2012 or December 31, 2011.

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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 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 and by facilitating transactions through our websites and mobile applications. 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 in the period in which the travel was consumed.
Generally, we receive travel consumption reports from travel suppliers and OTAs on a monthly basis which report in detail travel consumed in
the immediately prior month.

     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 advertisement, 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 13 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

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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.

            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 between January 1, 2009 and June 30, 2012, 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:
                                                                                                        Fair Value of
                    Grant Date                     Options Granted               Exercise Price        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. This group of comparable public companies includes companies in four categories: online travel, e-commerce,
             advertising and recent IPOs. We select companies from these categories that are similar to us in at least one of the following areas:
             size, growth, liquidity, profitability and leverage.

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      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.

       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. On July 7, 2009, we entered
into amended stock option agreements with certain of our employees pursuant to which we decreased the exercise price on options to purchase
2,044,000 shares of our common stock to $7.50 per share. In consideration for the lower exercise price these employees also agreed to restart
the vesting of the options as of July 7, 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:
                                                                                                         Fair Value of
                    Grant Date                     Options Granted                Exercise Price        Common Stock                Intrinsic Value
February 11, 2010                                         325,000             $            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       $        17.60           $               2.78
October 20, 2010                                        2,079,590             $            14.82       $        17.60           $               2.78
October 21, 2010                                           40,000             $            15.50       $        17.60           $               2.10
November 15, 2010                                         110,000             $            16.50       $        17.60           $               1.10
December 8, 2010                                          235,000             $            16.50       $        17.60           $               1.10

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       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.

       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 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

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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 prepare a revised appraisal as of the grant date, which was completed in January 2011.

       This valuation was performed using the same methodology as described above for our July 31, 2010 valuation; however, given our
preparations for a potential initial public offering, the likelihood of an initial public offering scenario increased to 60%, while the probabilities
of a strategic sale or remaining as a private company were each assumed to be 20%. We calculated values under each scenario using financial
projections as of October 31, 2010 as follows:

      Initial Public Offering:

      •      utilized the market approach, but expanded the peer group to include more companies in e-commerce and media, along with
             technology companies that recently completed initial public offerings;

      •      applied a 1.5 year forward multiple of EBITDA determined as of the valuation date;

      •      arrived at an implied share price of $25.69 assuming conversion of all convertible preferred stock to common stock; and

      •      applied a discount for lack of marketability of shares of 13% and discounted the value back to present value using a discount rate
             of 19% to arrive at a per share price of $20.34.

      Strategic Sale:

      •      utilized the market approach and 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 19% to arrive
             at a price per common share of $15.76.

      Remain as a Private Company:

      •      utilized the income approach and a discount rate of 19% 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 59.45% and applied a discount
             for lack of marketability of 33% to arrive at a price per common share of $11.22.

     We then applied the probabilities of each scenario to their respective price per common share to arrive at a value per common share of
$17.60.

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      In 2011, we issued options to purchase shares of our common stock at the following exercise prices:
                                                                                         Fair Value of
                    Grant Date            Options Granted           Exercise Price      Common Stock            Intrinsic Value
                    January 25, 2011              10,000        $            17.60     $        17.60       $                —
                    March 2, 2011                 70,000        $            20.00     $        20.00       $                —
                    June 7, 2011                 690,000        $            21.00     $        21.00       $                —
                    August 16, 2011              145,000        $            25.50     $        25.50       $                —
                    October 4, 2011               65,000        $            25.50     $        25.50       $                —
                    December 14,
                      2011                       175,000        $            20.14     $        20.14       $                —

      We estimated the fair value of our stock at January 25, 2011 using the valuation prepared as of October 31, 2010. There were no
significant transactions involving our stock between October 31, 2010 and January 25, 2011 that caused us to believe that this valuation was
not still accurate.

      Concurrent with the grant of options on March 2, 2011, we prepared a revised valuation of our common stock. The valuation was
performed using the same methodology as at October 31, 2010; however, given our preparations for a potential IPO we increased the likelihood
of an IPO scenario to 85%, while the probabilities of a strategic sale or remaining as a private company were assumed to be 10% and 5%,
respectively. We calculated values under each scenario using financial projections as of January 31, 2011 as follows:

      Initial Public Offering:

      •      utilized the market approach, with a peer group that included companies in travel and advertising, e-commerce and media, along
             with technology companies that recently completed IPOs;

      •      applied a 1.5-year forward multiple of EBITDA determined as of the valuation date;

      •      arrived at a marketable, minority value of $22.96 per share; and

      •      applied a discount for lack of marketability of shares of 8% and discounted the value back to present value using a discount rate of
             17% to arrive at a per share price of $20.44.

      Strategic Sale:

      •      utilized the market approach and 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 17% to arrive
             at a price per common share of $18.75.

      Remain as a Private Company:

      •      utilized the income approach and a discount rate of 17% 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 55.4% and applied a discount
             for lack of marketability of 29% to arrive at a price per common share of $12.24.

     We then applied the probabilities of each scenario to their respective price per common share to arrive at a value per common share of
$19.86.

      When determining the fair value of our common stock, management and the board of directors considered not only the valuation analysis,
but also an offer from one of our investors to purchase a significant number of

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shares of common stock from another of our shareholders at a price of $20.00. Although the sale was not ultimately consummated,
management and the board of directors considered the offer price to be representative of the fair value of our stock as validated by the
valuation.

      Prior to the grant of options on June 7, 2011, we prepared a revised valuation of our common stock. The valuation was performed using
the same methodology as was used previously; however, given various uncertainties surrounding our IPO, we decreased the likelihood of the
IPO scenario to 50%, while the probabilities of a strategic sale or remaining as a private company were assumed to be 20% and 30%,
respectively. We calculated values under each scenario using financial projections as of April 30, 2011 as follows:

      Initial Public Offering:

      •      Utilized the market approach, with a peer group that included companies in travel and advertising, ecommerce and media, along
             with technology companies that recently completed IPOs;

      •      Applied a 1.5 year forward multiple of EBITDA determined as of the valuation date;

      •      Arrived at a marketable, minority value of $27.97 per share; and

      •      Applied a discount for lack of marketability of shares of 7% and discounted the value back to present value using a discount rate of
             16% to arrive at a per share price of $24.30.

      Strategic Sale:

      •      Utilized the market approach and 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 19% and discounted the value back to present value using a discount rate of 16% to
             arrive at a price per common share of $20.24.

      Remain as a Private Company:

      •      Utilized the income approach and a discount rate of 16% 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 56.7% and applied a discount
             for lack of marketability of 23% to arrive at a price per common share of $15.71.

     We then applied the probabilities of each scenario to their respective price per common share to arrive at a value per common share of
$20.91.

      When determining the fair value of our common stock, management and the board of directors considered not only the valuation analysis,
but also recent sales of our stock to current investors. On April 20, 2011, an individual who was not an employee of the Company sold 201,409
shares of common stock, 173,591 shares of Series A Preferred Stock and 225,000 shares of Series B-1 Preferred Stock to an existing investor at
$17.75 per share. On May 13 and May 20, 2011, two Company executives sold a total of 400,000 shares of Series A Preferred Stock for $21.00
per share to an existing investor.

     Based on the valuation, recent significant sales of stock and knowledge of our financial performance and condition, the board of directors
determined the value of our common stock to be $21.00 per share.


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       In August 2011, and in connection with our anticipated IPO, we engaged in discussions regarding an initial offering price range. Based on
these discussions, the board of directors determined the fair value of our common stock based on the midpoint of the estimated price range at
that time. As a result, the board of directors set the fair market value at $25.50, and options granted on August 16, 2011 and October 4, 2011
were granted with an exercise price equal to this amount.

      Subsequent to setting a value in August 2011, market conditions deteriorated worldwide, and we elected at that time to delay the launch
of our IPO pending a change in market conditions. Furthermore, because the value of equity securities of companies in our peer group declined
significantly during this period, we elected to prepare a revised valuation of our common stock prior to the stock option grant on December 14,
2011. The valuation was performed using the same methodology as was used previously; however, we increased the likelihood of the IPO
scenario to 75%, while the probabilities of a strategic sale or remaining as a private company were assumed to be 20% and 5%, respectively.
We calculated values under each scenario using financial projections as of October 31, 2011 as follows:

      Initial Public Offering:

      •      Utilized the market approach, using the same peer group as in prior valuations, adjusting to include more companies that recently
             completed IPOs;

      •      Applied a 1.5 year forward multiple of EBITDA determined as of the valuation date; and

      •      Applied a discount for lack of marketability of shares of 7% and discounted the value back to present value using a discount rate of
             15% to arrive at a price per common share of $20.49.

      Strategic Sale:

      •      Utilized the market approach and 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 15% and discounted the value back to present value using a discount rate of 15% to
             arrive at a price per common share of $20.34.

      Remain as a Private Company:

      •      Utilized the income approach and a discount rate of 15% 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 with a volatility of 53% and applied a discount for
             lack of marketability of 22% to arrive at a price per common share of $14.08.

     We then applied the probabilities of each scenario to their respective price per common share to arrive at a value per common share of
$20.14. The decrease in the value per common share since October 4, 2011 reflected declines in the value of the equity securities in our peer
group and the continued deterioration of worldwide capital markets. On December 14, 2011, the board of directors approved the grant of
options to purchase shares of our common stock using the fair value established by this valuation.

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      For the period from January 1, 2012 through June 30, 2012, we have issued options to purchase shares of our common stock at the
following exercise prices:
                                                                                                       Fair Value of
Grant Date                                         Options Granted               Exercise Price       Common Stock                Intrinsic Value
February 7, 2012                                           85,000            $            20.14       $       20.14           $                 —
April 10, 2012                                            378,000            $            25.50       $       25.50           $                 —
May 3, 2012                                               163,500            $            26.50       $       26.50           $                 —

      The board of directors approved the issuance of options to purchase our common stock on February 7, 2012 using the fair value
established by the valuation performed as of October 31, 2011. There were no significant transactions involving our stock between October 31,
2011 and February 7, 2012 that caused us to believe that this valuation was not still accurate.

      We again performed a valuation of our common stock in late March 2012. The valuation was performed using the same methodology as
was used previously; however, we increased the likelihood of the IPO scenario to 85%, while the probabilities of a strategic sale or remaining
as a private company were 10% and 5%, respectively. We calculated values under each scenario using financial projections as of February 29,
2012 as follows:

      Initial Public Offering:

      •      Utilized the market approach, using the same peer group as in prior valuations, adjusting to include more companies that recently
             completed IPOs;

      •      Applied a 1.5 year forward multiple of EBITDA determined as of the valuation date; and

      •      Applied a discount for lack of marketability of shares of 8% and discounted the value back to present value using a discount rate of
             13% to arrive at a price per common share of $23.30.

      Strategic Sale:

      •      Utilized the market approach and applied a multiple to trailing twelve months EBITDA 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 14% and discounted the value back to present value using a discount rate of 13% to
             arrive at a price per common share of $21.91.

      Remain as a Private Company:

      •      Utilized an equal weighting of the income approach and a discount rate of 13% and the market multiple approach based on trailing
             twelve month revenue 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 with a volatility of 51% and applied a discount for
             lack of marketability of 21% to arrive at a price per common share of $19.63.

      In April 2012, we evaluated current market conditions and began preparing for the launch of our IPO. As a result of continuing
discussions, our board of directors evaluated preliminary estimates of an IPO offering price range and considered $25.50 to be the most valid
indicator of the fair value of our common stock. As a result, options granted on April 10, 2012 were granted with an exercise price of $25.50.
In early May, we discussed two

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potential price ranges for common stock in our anticipated IPO, and our board of directors selected $26.50 as the fair value of our stock as of
May 3, 2012. As such, options granted on this date had an exercise price of $26.50.

      Income Taxes

      We are subject to income taxes in the U.S. and some foreign jurisdictions. We use estimates and exercise significant judgment to
calculate our deferred taxes, tax from uncertain tax positions, and the overall income tax provision/(benefit). As a result, ultimate settlement of
our tax positions may differ from the amounts accrued and may result in an increase or decrease to income tax expense in our results of
operations in the future.

       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. In 2010, we recorded a valuation allowance against certain
state deferred tax assets attributable to net operating losses as a result of a change in our state allocation. There was no significant change to the
valuation allowance in 2011.

     Our effective tax rate has differed from the statutory rate primarily due to the impact of state taxes, nondeductible stock compensation
expense and lower tax rates outside the United States. Our 2011 effective tax rate was 40.8%.

      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. 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. Based on our most recent annual analysis, we believed that the fair values of our reporting units exceeded their carrying values
by a significant amount and therefore no impairment of goodwill was recorded. Our goodwill is not deductible for tax purposes.

JOBS Act

      On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce certain
reporting requirements for qualifying public companies.

     As defined in the JOBS Act, a public company whose initial public offering of common equity securities occurred after December 8,
2011 and whose annual gross revenues are less than $1.0 billion will, in general, qualify as an “emerging growth company” until the earliest of:

      •      the last day of its fiscal year following the fifth anniversary of the date of its initial public offering of common equity securities;

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         •     the last day of its fiscal year in which it has annual gross revenue of $1.0 billion or more;

         •     the date on which it has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; and

         •     the date on which it is deemed to be a “large accelerated filer,” which will occur at such time as the company (a) has an aggregate
               worldwide market value of common equity securities held by non-affiliates of $700 million or more as of the last business day of
               its most recently completed second fiscal quarter, (b) has been required to file annual and quarterly reports under the Securities
               Exchange Act of 1934 for a period of at least 12 months, and (c) has filed at least one annual report pursuant to the Securities Act
               of 1934.

Under this definition, we will be an “emerging growth company” upon completion of this offering and could remain an emerging growth
company until as late as December 31, 2017.

      As an “emerging growth company” we have elected under the JOBS Act to delay adoption of new or revised accounting pronouncements
applicable to public companies until such pronouncements are made applicable to private companies. As a result, our financial statements may
not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting
standards that are applicable to public companies. Additionally, we are in the process of evaluating the benefits of relying on the other reduced
reporting requirements provided by the JOBS Act.

      Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions we
may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting
pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under
the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB
regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the
financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation
between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

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 “General and Administrative” line of our statement of operations, and larger cumulative translation adjustments in the “Accumulated
Other Comprehensive Income” category of our consolidated balance sheet. 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.

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      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 better approach to finding travel online. 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 multiple filtering and sorting options, 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, and in many cases, users may now complete hotel bookings directly through our websites and mobile
applications.

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

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

      •      For the three months ended March 31, 2012, we generated $73.3 million of revenues, representing growth of 39% over the three
             months ended March 31, 2011;

      •      For the three months ended March 31, 2012, we generated income from operations of $8.1 million as compared to a loss from
             operations of $12.0 million for the three months ended March 31, 2011. After adjusting for a $15.0 million impairment charge
             related to our decision to stop supporting the SideStep brand name, operating income for the three months ended March 31, 2012
             increased by 174% over the same period in 2011.

      •      For the three months ended March 31, 2012, we had Adjusted EBITDA of $13.1 million representing growth of 61% over the three
             months ended March 31, 2011. Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization, or Adjusted EBITDA, is
             a non-generally accepted accounting principle metric used by management to measure our operating performance. See
             “—Summary Consolidated Historical Operating Data” for an additional description of Adjusted EBITDA and a reconciliation of
             Adjusted EBITDA to income (loss) from operations.

      •      For the three months ended March 31, 2012, we processed 310 million user queries for travel information, representing growth of
             45% over the three months ended March 31, 2011; and

      •      KAYAK mobile applications have been downloaded over 15 million times since their introduction in March 2009. For the three
             months ended March 31, 2012, we had approximately 3 million downloads, representing growth of 43% over the three months
             ended March 31, 2011.

    As of June 30, 2012, we had 185 employees, and we had local websites in 15 countries outside the U.S., including the United Kingdom,
Germany, France, Spain, Italy and Austria.

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, Latin America and Asia Pacific accounted for $910 billion in global expenditures in 2011, and is
projected to increase 6% in 2012. Online leisure and unmanaged business travel

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spend, or online travel spend, was approximately $284 billion of this amount, or 31%, with this category increasing at a 16% CAGR between
2005 and 2011. 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 10% in 2012, growing to represent 33% of total travel purchases in 2012.

      The online travel industry is composed of thousands of travel supplier and OTA websites, which compete for travel bookings. In 2011,
travel supplier websites accounted for 63% of total online travel bookings, and the remaining 37% was provided by OTAs.

      The Global Opportunity

      In the U.S., the online travel market increased at a 9% CAGR from 2005 through 2011, reaching $105 billion in 2011, which was 39% of
total U.S. travel spend. The U.S. online travel market is projected to grow 9% in 2012.

      In Europe, the online travel market grew at a 20% CAGR from 2005 through 2011, reaching $107 billion in 2011, which was 35% of
total European travel spend. The European online travel market is projected to grow 8% in 2012. The U.K., France and Germany collectively
represent 66% of the overall European online travel market.

      In Asia, the online travel market grew at a 25% CAGR from 2005 through 2011, reaching $62 billion in 2011, which represented 23% 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 14% in 2012.

      In Latin America, the online travel market grew at a 33% CAGR from 2008 through 2011, reaching $11 billion in 2011, which was 18%
of total Latin American travel spend. A combination of factors, including strong economic gains, government initiatives, an expanding middle
class and heightened awareness and adoption of technology, are transforming Latin America’s online travel market, which is expected to grow
29% in 2012.

      Key Online Travel Products

      The two largest categories of online travel are airline ticket sales and hotel bookings. In 2011, airline ticket sales represented 53% of total
online travel purchases, followed by hotel bookings at 26%.

      Airline tickets are the most common travel product researched and purchased online, with global online sales reaching 39% of overall
global airline ticket sales in 2011. Online airfare sales are projected to grow 9% in 2012. 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 13% in 2012. Additionally,
only 24% of 2011 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.

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      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 2011
was $631 billion. Of this amount, $83 billion, or 13%, was spent online. Furthermore, for the period from 2011 through 2015, online
advertising is projected to grow at a 14% CAGR, as compared to the 5% CAGR projected for combined online and offline advertising.

      Travel represents one of the largest advertising categories, with advertisers spending $33 billion globally on travel-related advertising in
2011. Of this amount, only $5 billion, or 16%, 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 25% CAGR in online travel advertising spend between 2005 and
2011. We believe that travel advertising will continue to 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 $9 billion by 2015, a CAGR of 14% between 2011 and 2015.

      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 percentage of leisure travelers using or likely to use a mobile phone to research travel products, such as hotel rooms or flights, increased
from 39% in 2010 to 55% in 2011. Similarly, the percentage of travelers using or likely to use a mobile phone to book such travel products
increased from 35% in 2010 to 38% in 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. Global mobile advertising spend is expected to grow from $4 billion in 2011
to $18 billion in 2015, a 46% 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,

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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. During the first three months of 2012, 310 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, and in some cases, they can complete their bookings directly through our websites and mobile applications.

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

      We dedicate the majority of our attention to developing high performance technology. This technology 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 technology detects and removes inaccurate prices or results in this data. Our ranking software algorithm also determines 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 examples 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 March 2012 study conducted by TNS Custom
Research, Inc. 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,” “Smarter way to search for travel online” and “Most comprehensive travel search.” In the first three months of 2012,
75% of our query volume was generated from people who directly visited our websites, and only 10% 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, OTAs and
technology providers. We query and display information in direct response to a KAYAK user’s query parameters. 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 or in many cases, users may complete hotel bookings directly through our websites or
mobile applications.

      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 the cities that it serves, or a

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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, public domain technologies and tiered pricing arrangements
with third-party software providers so that as queries continue to grow, we do not incur proportionately higher software costs. Since all travel
products are purchased by our users directly on the travel supplier’s or OTA’s website or through third-party booking and fulfillment providers,
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 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, enhance the relevance of the results and make the
booking path easier for travelers. 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 enhancements to our offering include
the introduction of KAYAK on multiple mobile platforms, a trip management tool, KAYAK Explore, a map-based search feature and the
ability for users to complete bookings directly through us.

      Expand Our Booking Path Capabilities

      We believe that many consumers would prefer to complete their bookings without having to leave our websites and mobile applications.
In March 2011, we added the capability for consumers to make hotel reservations through our U.S. website. Since introducing our booking path
capability, we have grown our share of hotel booking path clicks from 2% in March 2011 to 39% in the first three months of 2012. We have
also introduced this feature on our mobile applications and across other geographies, and on a limited basis, for airline tickets and rental cars.
Consumers benefit from a more seamless user experience, and we benefit from an increase in transactions, which generate revenue at a higher
average rate per transaction. We intend to further extend this capability for flights and rental cars.

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      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 TNS Custom Research, Inc. 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 32% for the month of March 2012. By comparison, the four highest rated travel brands
in this category had an average unaided awareness of 49%, according to this survey. We will continue to invest in broad reach marketing to
increase our brand awareness and usage.

      Grow Our Business Internationally

      We operate websites in 15 countries outside of the U.S., including Germany, the United Kingdom, France, Spain, Italy and Austria. We
believe that the international opportunity for our services is sizable, and we intend to continue to invest in both headcount and marketing in
2012 and 2013. As part of this strategy, we acquired swoodoo, a leading German travel search company, in May 2010 and checkfelix.com, a
leading Austrian travel search company, in April 2011. Furthermore, we established a team headquartered in Zurich, Switzerland to coordinate
our European efforts.

      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 over 15 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.

Our Brands – KAYAK, swoodoo, and checkfelix.com

     We operate our websites and mobile applications under three brands: KAYAK, swoodoo and checkfelix.com. 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: KAYAK.com; local websites in 15 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 and growing the swoodoo
brand in Germany.

      The SideStep brand, which we acquired in December 2007, was used for our sidestep.com website. In January 2011, we determined that
we would not support two brand names and URLs in the United States and began redirecting traffic from sidestep.com to KAYAK.com. The
swoodoo brand, which we acquired in May 2010, is used for our swoodoo.com website and the related mobile travel application, which is a
leading travel search platform in Germany. We acquired JaBo Vertrieb-und Entwicklung GmbH, which supported the checkfelix.com brand, in
April 2011. Checkfelix.com is a leading travel search platform in Austria.

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 also provide our services on a co-branded, revenue sharing basis through certain third party
websites, such as Bing Travel. We are continuing the development of a distribution and advertising platform for our mobile applications.

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      Distribution Revenues

      We generate distribution revenues by sending qualified leads to travel suppliers and OTAs and by facilitating hotel bookings directly
through our websites and mobile applications. 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,
and in many cases, users may now complete hotel bookings directly through our websites and mobile applications. 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. Booking and fulfillment providers pay us after a user completes a booking through the KAYAK websites or mobile
applications. We separately negotiate and enter into our distribution agreements, and these agreements set forth the negotiated payment terms
for the applicable travel supplier, OTA or booking and fulfillment providers. Travel suppliers and OTAs are generally able to select the
payment terms in these agreements based on what best suit their needs.

      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 the likelihood of a purchase on their website.

      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.

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 three months of 2012, we received and processed 310 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 software then detects and eliminates inaccurate prices or results
in this data, and our ranking software then determines 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.

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      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
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 use of multiple secured
hosting facilities provides us 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 and
tablets. 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.

      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 assisted input based on the user’s location.

      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 comparison testing of new features. We release new code to our websites on a nearly weekly basis. Some
examples of our past innovations include a user interface capable of updating page elements without reloading the entire page and “sliding
bars” and other tools to filter query results based on relevant criteria, such as specific departure and arrival times for flights.

      Certain costs to develop internal use computer software are capitalized because these costs are expected to be recoverable, while costs
incurred during the preliminary project stage, as well as maintenance and training costs, are expensed as incurred. We capitalized software and
website development costs of $0.6 million, $1.4 million and $1.0 million during the years ended December 31, 2009, 2010 and 2011,
respectively and $0.2 million during the three months ended March 31, 2012.

      Avoid Unnecessary Complexity

      As technology 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

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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, checkfelix.com and
swoodoo. All of these trademarks, other than swoodoo and checkfelix.com, are registered in the U.S. and many of them are also registered in
other jurisdictions.

      We have ten issued U.S. patents and eleven 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 brand marketing campaigns designed to grow brand awareness and online marketing investments
designed to generate additional query volume.

      Brand Marketing

      To grow brand awareness, we advertise in broad reach media, including television, outdoor and online display media. During the first
three months of 2012, we spent $20.9 million on KAYAK, swoodoo and checkfelix brand marketing. We measure the return on investment of
our brand marketing through online brand tracking studies and overall query growth. 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.

      Online Marketing

      We also market our services and acquire traffic to our websites by purchasing travel-related keywords from general search engines and
through other online marketing channels. The purchase of travel-related keywords consists of anticipating what words and terms consumers
will use to search for travel on general search engines and then bidding on those words and terms in the applicable search engine’s auction
system. As a result, we bid against other advertisers for preferred placement on the applicable general search engine’s results page. We spent
$18.5 million on online marketing in the first three months ended March 31, 2012.

      We plan to continue both broad reach advertising and online advertising for the foreseeable future.

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 Orbitz, since 2004. Under the terms of our current long-term
agreement, which we entered into in April 2009 and have subsequently amended,

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Orbitz provides us with access to their travel information and pays us for any transactions we send to one of their websites. In return, we
provide exclusivity to Orbitz 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 websites at locations we determine. Google and KAYAK share the revenues that are
generated from these advertisements. Our agreement with Google expires October 31, 2012.

      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 December 31, 2013.

      Other Relationships

     In addition, our 2011 commercial relationships have included agreements with over 300 travel suppliers, OTAs and technology providers.
These relationships provide us with access to travel information, booking, fulfillment and customer service solutions as well as distribution and
advertising revenue, and are established and managed by our Business Development, Advertising Sales and Account Management teams. Our
Business Development team negotiates agreements with travel suppliers, OTAs and technology providers for access to their travel content, for
payment from distribution-related referrals and for content delivery, booking, fulfillment and customer service solutions. 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.

      These other significant relationships include:

      OTAs: Airfare.com, airline-direct.de, Expedia (including Hotwire, Hotels.com and CarRentals.com), Fareportal, Getaroom, Priceline.com
(including Booking.com), ODIGEO (including Opodo and eDreams), Travelocity, Travel Holdings (including Easy Click Travel and Tourico
Holidays) and Travix (which manages a portfolio of travel-focused websites, including Vayama and EasyToBook.com);

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

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

     Rental Cars: Alamo Rent A Car, Auto Europe, Avis Budget Group, Dollar Thrifty Automotive Group, Enterprise Rent-A-Car, Hertz
Rent-a-Car and National Car Rental;

      Technology Providers: Amadeus, DoubleClick, IAN, Pegasus, SynXis, TravelClick, TRX and World Choice Travel.

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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. 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 June 30, 2012, we had 185 employees, consisting of 153 in the U.S., 22 in Zurich, 4 in Germany and 6 in England. Of those
employees, 105 are on our engineering and development team. As of June 30, 2012, we also had an arrangement with an outsourced
engineering team in Lithuania that provides us with approximately 27 contractors for engineering and development functions, a team of
28 contractors in Pakistan who provide engineering, data analysis and data operator functions, 3 contractors in India that assist with invoicing
activities and 3 contractors in Switzerland.

      We consider our relationships 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 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

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advertisers for content provided to or promoted by KAYAK. To the extent we expand our business model in the air transportation area, we
could be subject to DOT oversight.

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. The case was set for trial on September 10, 2012. The court has since stayed proceedings in the district court pending
resolution of plaintiff’s appeal of certain rulings by the court, which granted summary judgment on several claims in favor of other defendants.

       In August 2010, Orbitz initiated arbitration against KAYAK through the American Arbitration Association in the state of New York.
Orbitz contended that we violated the parties’ 2009 Promotion Agreement by failing to abide by certain exclusivity provisions relating to the
display of certain advertising placements on our websites. It also contended that we owe it in excess of $2.5 million as a result of “net revenue”
overpayments that Orbitz allegedly made to us over the past few years when Orbitz calculated and reported its own net revenue obligations
under the agreement. We denied Orbitz’s allegations and asserted a number of affirmative defenses in response to both claims. A three-day
evidentiary hearing took place in New York on May 24, 2011. On December 31, 2011, the arbitration panel issued an interim order that, with
limited exceptions, found in our favor regarding the exclusivity provisions of the agreement. On the “net revenue claim,” the arbitration panel
ordered the parties to engage in an audit. The audit firm provided its report to the panel in March 2012, which included four possible scenarios,
all of which found that Orbitz underpaid KAYAK for 2008 and 2009 in varying amounts, between $49,047 and $2.85 million. The parties then
briefed the net revenue issues and were in the process of engaging in limited discovery on damages to be followed by additional briefing when
the parties reached an agreement in principle to settle the matter in its entirety. Subject to negotiation and execution of a final settlement
agreement and a limited amendment to the parties’ 2009 Promotion Agreement, this matter will be dismissed with prejudice.

       On March 22, 2011, Orbitz filed a lawsuit against us in the Circuit Court of Cook County in Chicago, Illinois alleging that we violated the
2009 Promotion Agreement by failing to abide by certain exclusivity provisions because of our use of certain third party technology providers
in connection with our hotel booking functionality. Orbitz sought a temporary restraining order to restrain our use of this booking feature. On
March 25, 2011, the judge denied Orbitz’s request for a temporary restraining order, finding that Orbitz did not sustain its burden of showing a
likelihood of success on the merits. On May 9, 2011, Orbitz initiated an arbitration asserting these same claims. On May 11, 2011, Orbitz
voluntarily dismissed the court case in favor of continuing to arbitrate the matter. The parties were in the process of finalizing the designation
of the arbitration panel when an agreement in principle to settle all outstanding litigation was reached. Subject to the negotiation and execution
of a final settlement agreement, the matter will be dismissed with prejudice.

      On June 13, 2011, Source Search Technologies LLC filed a complaint against us for patent infringement in the U.S. District Court of
New Jersey. The complaint alleges, among other things, that our website infringes a patent owned by Source Search entitled, a “Computerized
Quotation System and Method.” According to the complaint, the patent allegedly allows a central computer to filter requests for quotes, and to
interface to various vendor computers to obtain and forward these quotes to potential buyers of goods and services. We were served with the
complaint on June 17, 2011. We filed a response on August 5, 2011, denying the allegations of patent infringement and asserting a
counterclaim for declaratory judgment of non-infringement and invalidity. On November 3, 2011, the court terminated the case, pending the
conclusion of the U.S. Patent and Trademark Office’s reexamination of Source Search’s patent. The reexamination has not concluded. In the
reexamination, the U.S.

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Patent and Trademark Office has issued a final action rejecting all the Source Search patent claims that Source Search raised against us, but
deeming allowable certain new claims that Source Search added during reexamination.

      On June 19, 2012, MacroSolve, Inc. filed a complaint against us for patent infringement in the U.S. District Court for the Eastern District
of Texas. The complaint alleges, among other things, that our mobile application product and/or service infringes a patent owned by
MacroSolve purporting to cover a “System and Method for Data Management” and seeks injunctive relief, monetary damages, costs and
attorneys’ fees. The patent allegedly involves a “method for the management of data collected from a remote computing device including the
steps of: creating a questionnaire; transmitting the questionnaire to a remote computer; executing the questionnaire in the remote computer to
prompt a user for responses to questions of the questionnaire; transmitting the responses to a server via a network; making the responses
available on the Web.” We were served with the complaint on June 28, 2012. Our response to the complaint is due on July 19, 2012. We intend
to vigorously defend ourselves in this matter.

      On June 29, 2012, Ameranth, Inc., or Ameranth, filed a complaint against us for patent infringement in the U.S. District Court for the
Southern District of California. The complaint alleges, among other things, that our KAYAK Reservation system, product and/or service
infringes three patents owned by Ameranth purporting to cover an “Information Management and Synchronous Communications System with
Menu Generation” and an “Information Management and Synchronous Communications System with Menu Generation, and Handwriting and
Voice Modification of Orders.” The complaint seeks injunctive relief, monetary damages, costs and attorneys’ fees. The patents allegedly
involve “generating and transmitting menus in a system,” “configuring and transmitting menus in a system,” and/or “enabling reservations and
other hospitality functions via iPhone, Android, and other internet enabled wireless handheld computing devices as well as via Web pages.” We
have not been served with the complaint, and we intend to vigorously defend ourselves in this matter.

     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 7,375 square feet in Norwalk, Connecticut for our corporate headquarters. On June 4, 2012, we entered into a
lease agreement for 17,600 square feet of office space in Stamford, Connecticut. Once our space in Stamford is completed, it will serve as our
corporate headquarters, and we will close our offices in Norwalk, Connecticut. We maintain an office of approximately 29,381 square feet in
Concord, Massachusetts which is used primarily by our technology team. In addition, we lease office space for our foreign subsidiaries in
London, England, Munich, Germany and Zurich, Switzerland. Our leases are set to expire at varying dates between May 2013 and April 2025.

      We believe our current and planned space are adequate for our 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 July 9, 2012 and a brief account of their
business experience.
Name                                                      Age     Position

Daniel Stephen Hafner                                      43     Chief Executive Officer, Cofounder and Director
Paul M. English                                            48     President, Chief Technology Officer, Cofounder and Director
Melissa H. Reiter                                          43     Chief Financial Officer and Treasurer
Robert M. Birge                                            42     Chief Marketing Officer
Karen Ruzic Klein                                          42     General Counsel and Corporate Secretary
Keith D. Melnick                                           43     Chief Commercial Officer
Paul D. Schwenk                                            46     Senior Vice President of Engineering
William T. O’Donnell, Jr.                                  45     Chief Architect
Dr. Giorgos Zacharia                                       38     Chief Scientist
Dr. Christian W. Saller                                    41     Managing Director for Europe
Karen Clemens                                              48     Vice President of Human Resources
Terrell B. Jones (1)                                       64     Director
Joel E. Cutler                                             54     Director
Michael Moritz                                             57     Director
Hendrik W. Nelis                                           48     Director
Brian H. Sharples                                          51     Director
Gregory S. Stanger                                         48     Director

           (1)      Chairman of our board of directors.

       Executive Officers

      Daniel Stephen Hafner , 43, 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 , 48, is our cofounder, was recently appointed President 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

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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 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 , 43, was appointed our Chief Financial Officer in March 2012 and is our Treasurer. Prior to that she served as our
Senior Vice President of Finance and Investor Relations 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 , 42, 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 , 42, has served as our General Counsel since November 2007 and our Corporate Secretary since February 2008. 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., and prior to that, she held various legal
positions in technology and software companies, having started as an associate at Katten Muchin Rosenman LLP in 1995. 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 , 43, 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 , 46, 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. , 45, 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 Intuit, 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

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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.

      Dr. Giorgos Zacharia , 38, 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, Dr. 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 , 41, 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.

      Karen Clemens , 48, has served as our Vice President of Human Resources since June 4, 2012. From February 2010 until May 2012, Ms.
Clemens was Global Director of Human Resources for Sonos, Inc., a manufacturer of home audio products, with operations in more that 60
countries. Prior to that she was Vice President of Human Resources for Exa Corporation, from May 2008 until January 2010. In addition, Ms.
Clemens also served as Vice President of Human Resources for Watchfire Inc., from October 2004 until April 2008. Ms. Clemens received a
B.S. in marketing from Merrimack College.

      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.

      Terrell B. Jones , 64, has been the Chairman of our board of directors since March 2004 and also serves as the Chairman of our
nominating and governance committee and as a member of 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 President
and Chief Executive Officer of Travelocity.com Inc., an online travel services provider which he helped found and which is currently 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, Smart Destinations, a

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privately held provider of pre-paid access to sightseeing destinations, since July 2009 and Luxury Link, LLC, an online luxury travel
information provider since July 2011. Mr. Jones previously served on the board of directors and audit committee of Earthlink, Inc., a
publicly-traded Internet service provider, from May 2003 until March 2011. He has also 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, the board of
directors of Travelocity.com Inc. from March 2000 until May 2002 and the board of directors of Entrust, Inc. from November 1998 until 2004,
where he also served on the compensation committee. 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.

      Joel E. Cutler , 54, has served as a member of our board of directors since March 2004 and also serves on our compensation committee.
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, 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 ITA Software, Inc., a provider of airfare pricing
and shopping, 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 were privately held
companies during the periods of his service. 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.

      Michael Moritz , 57, has served as a member of our board of directors since December 2007 and also serves on our nominating and
governance committee. 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, where he serves on the compensation committee and nominating and corporate governance committee, and of
LinkedIn Corporation, a publicly-traded online professional network, since January 2011. He has previously served on the boards of directors
of Flextronics Ltd., Google Inc., PayPal, 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 , 48, has served as a member of our board of directors since May 2006 and also serves as the Chairman of our
compensation committee and as a member of our audit committee. 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

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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.

       Brian H. Sharples, 51, has served as a member of our board of directors since December 2011. Mr. Sharples is one of the co-founders of
HomeAway, Inc. and has served as its President, Chief Executive Officer and as a member of its board of directors since its inception in April
2004. Prior to that, Mr. Sharples was an angel investor from 2001 until 2004 and also served as Chief Executive Officer of Elysium Partners,
Inc., a company in the vacation club ownership market, from 2002 until 2003. Mr. Sharples served as President and Chief Executive Officer of
IntelliQuest Information Group, Inc., a supplier of marketing data and research to Fortune 500 technology companies, from 1996 to 2001, as
President from 1991 to 1996, and as Senior Vice President from 1989 to 1991. Prior to IntelliQuest, Mr. Sharples was Chief Executive Officer
of Practical Productions, Inc., an event-based automotive distribution business, from 1988 to 1989 and a consultant with Bain & Co. from 1986
to 1988. Mr. Sharples has served on the board of directors and compensation committee of Whaleshark Media, Inc., an online coupon site
aggregator, since June 2011. He received a B.S. in math and economics from Colby College and an M.B.A. from the Stanford University
Graduate School of Business. The specific experience, qualifications, attributes and skills that Mr. Sharples brings to our board of directors are
his previous tenures in executive positions at various public and private technology companies and his experience in the vacation rental
industry.

      Gregory S. Stanger, 48, has served as a member of our board of directors since March 2011 and also serves as the Chairman of our audit
committee and as a member of our compensation committee and our nominating and governance committee. Mr. Stanger serves as the Chief
Financial Officer of oDesk Corporation, an online employment platform operator, and has so served since March 2012. Prior to that, he served
as the Chief Financial Officer of Chegg, Inc., a textbook rental service, from March 2010 to October 2011. From June 2005 to June 2009, Mr.
Stanger served as a venture partner at Technology Crossover Ventures, a private equity and venture capital firm, and was an executive in
residence from December 2003 to June 2005. Prior to that, Mr. Stanger served as Senior Vice President, Chief Financial Officer and director of
Expedia, Inc., an online travel company, from February 2002 to December 2003 and as its Chief Financial Officer from October 1999 to
December 2003. Before joining Expedia, he served as Senior Director, Corporate Development of Microsoft Corporation and held various
positions within Microsoft’s finance and corporate development departments since 1991. Mr. Stanger has previously served on the boards of
directors of Netflix, Inc., drugstore.com, Inc. and numerous private companies. He served as audit committee chair on most of these boards,
including Netflix and drugstore.com. Additionally, he has served on the board of the Yosemite Conservancy since 2010. He received a B.A.
from Williams College and an M.B.A. from the University of California at Berkeley. Mr. Stanger brings to our board of directors significant
financial and accounting experience from his service as the former chief financial officer of a publicly-traded corporation and the chief
financial officer of oDesk Corporation and Chegg, Inc. His managerial experience and his prior service on numerous boards make him a
valuable source of strategic, operational, and corporate governance guidance.

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 eight 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

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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 amended and restated 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, 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 and the holders of Series A convertible
preferred stock, Series C convertible preferred stock and Series D convertible preferred stock, voting together an on as converted basis, the
right to designate one member to the board of directors. In furtherance of those provisions, under our Stockholders’ Agreement and our Sixth
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 two additional directors are 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, as amended. 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. Stanger and
Mr. Sharples are the joint appointees of the three designators.

      Corporate Governance and Director Independence

       Under Rule 5605(b)(1) of the NASDAQ Marketplace Rules, independent directors must comprise a majority of a listed company’s board
of directors within one year of listing. In addition, the NASDAQ Marketplace 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 NASDAQ
Marketplace Rule 5605(a)(2), 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. Cutler, Jones, Moritz, Nelis, Stanger and Sharples each qualify as an independent
director under the corporate governance rules of the NASDAQ Global Select Market. In making this determination, our board of directors
affirmatively determined that none of Messrs. Cutler, Jones, Moritz, Nelis and Stanger have a relationship with us that would interfere with the
exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has also determined that
Messrs. Hafner and English are not independent under the NASDAQ Marketplace Rules because they are executive officers of KAYAK.

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Board Committees

      Our board of directors has established an audit committee, a compensation committee and a nominating and governance committee. 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. Jones, Nelis and Stanger, with Mr. Stanger serving as Chairman. Our audit committee
has 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.

      Our board of directors has affirmatively determined that each of Messrs. Jones, Nelis and Stanger meets the definition of “independent
director” for purposes of serving on an audit committee under Rule 10A-3 of the Exchange Act and the NASDAQ Marketplace Rules. We
believe that each member of our audit committee meets the requirements for financial literacy. In addition, Mr. Stanger qualifies as our “audit
committee financial expert.”

     Our board of directors has adopted a written charter for our audit committee, which will be available on our website at KAYAK.com, the
contents of which are not incorporated herein.

      Compensation Committee

    Our compensation committee currently consists of Messrs. Cutler, Nelis, and Stanger, with Mr. Nelis serving as Chairman. The
compensation committee is 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;

      •      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.

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      Our board of directors has affirmatively determined that each of Messrs. Cutler, Nelis and Stanger meets the definition of “independent
director” for purposes of serving on a compensation committee under the applicable rules and regulations of the SEC and the NASDAQ Global
Select Market.

   Our board of directors has adopted a written charter for our compensation committee, which will be available on our website at
KAYAK.com, the contents of which are not incorporated herein.

      Nominating and Governance Committee

      Our nominating and governance committee consists of Messrs. Jones, Moritz and Stanger, with Mr. Jones serving as Chairman.

      The nominating and governance committee is 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

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

      Our board of directors has affirmatively determined that each of Messrs. Jones, Moritz and Stanger meets the definition of “independent
director” for purposes of serving on a corporate governance and nominating committee under the applicable rules and regulations of the SEC
and the NASDAQ Global Select Market.

     Our board of directors has adopted a written charter for our nominating and governance committee, which will be available on our
website at KAYAK.com, the contents of which are not incorporated herein.

Compensation Committee Interlocks and Insider Participation

     During the last fiscal year, Messrs. Cutler, Nelis and Mr. Gregory E. Slyngstad, one of our directors at the time, 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. These relationships consist of the following:

      Sale of Travelpost.com

       On March 5, 2010, we sold certain of our assets related to the website travelpost.com and its travel information business to The New
Travelco, Inc., a Delaware corporation, which subsequently changed its name to TravelPost, Inc., and later changed its name to Trove, Inc.
These assets consisted primarily of TravelPost-specific web content, software components, customer information, web domain names,
trademarks and trademark applications, contracts and goodwill associated with TravelPost. Mr. Slyngstad was the Chief Executive Officer and
is 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. The purchase price was established through a combination of third-party appraisal efforts and negotiations between us
             and The New Travelco, Inc.

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      •      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.

      •      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 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 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, of which Joel Cutler, one of our
directors, is a partner, funds affiliated with Sequoia Capital, of which Michael Moritz, another 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. The requisite parties have agreed that this agreement
will terminate upon the consummation of this offering. Among other things, the agreement, as amended to date, 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 shares of our common stock
             issued to Dr. Saller and other former swoodoo stockholders in connection with the acquisition, which shares of common stock will
             be automatically converted into shares of our Class B common stock upon completion of this offering;

      •      it obligates Dr. Saller and other holders of the shares of our common stock issued in connection with the acquisition, which shares
             of common stock will be automatically converted into shares of our Class B common stock upon completion of this offering, to
             vote their shares for the election of the members of our board of directors consistent with the terms of our Sixth Amended and
             Restated Stock Restriction and Co-Sale Agreement; and

      •      it provides that, in the event of an approved sale of us, Dr. Saller and other holders of the shares of our common stock issued in
             connection with the acquisition, which shares of common stock will be automatically converted into shares of our Class B common
             stock upon completion of this offering, shall be required to vote their shares in favor of the sale.

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      Stock Restriction and Co-Sale Agreement

       On December 22, 2011, we entered into the Sixth Amended and Restated Stock Restriction and Co-Sale Agreement with certain holders
of our convertible preferred stock and our common stock, including certain funds affiliated with General Catalyst Partners, Sequoia Capital and
Accel Partners, 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 requisite parties have agreed that this agreement will terminate upon the consummation of this
offering. Among other things, the agreement, as amended to date, 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 shares of KAYAK common stock listed in the agreement, which shares of common stock will be automatically
             converted into shares of our Class B common stock upon completion of this offering, 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, as
amended to date, provides for the following:

      •      it provides certain holders of shares of our convertible preferred stock and common stock, which shares of common stock will be
             automatically converted into shares of our Class B common stock upon completion of this offering, 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; and

      •      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 with respect to the issuance of certain securities by us, and it contains other
             restrictions, including limitations on our ability to incur debt, except for indebtedness under certain specified loan arrangements;
             however, these restrictions will automatically terminate upon the completion of this offering.

      Election and Amendment Agreement

      Pursuant to our amended and restated certificate of incorporation as currently in effect, all outstanding shares of our convertible preferred
stock will automatically convert into shares of our common stock in two circumstances—the first being pursuant to an election to cause such
conversion made by stockholders holding a sufficient number and type of shares of our capital stock, and the second being upon the closing of
an initial public offering involving gross proceeds of at least $25 million at a price that is at least $31.09 per share. Given that we can not
predict, at this time, whether or not the foregoing minimum dollar amounts will be satisfied by this offering, on April 19, 2012, we entered into
the Election and Amendment Agreement with the holders of a majority of our capital stock in order to ensure that the capital structure that we
have described under “Description of Capital Stock” will be achieved by this offering. In exchange for our agreement to make the

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concurrent private placements which are described in the section of this prospectus titled “Concurrent Private Placements,” through the
Election and Amendment Agreement we obtained the benefit of amendments to our Stockholders’ Agreement, Stock Restriction and Co-Sale
Agreement and Investor Rights Agreement, as well as an election by such stockholders under, and consent to an amendment to, our current
amended and restated certificate of incorporation. The effect of such election and amendments is, among other things, to cause all shares of our
convertible preferred stock to convert into shares of Class B common stock concurrently with the closing of any initial public offering that is
completed pursuant to a registration statement which becomes effective prior to December 31, 2012, regardless of the initial public offering
price in such offering. Pursuant to such election and amendments, the stockholders have also waived certain potential preemptive and
anti-dilution related rights which they may have had upon completion of this offering and the concurrent private placements, and are causing
the amended Stockholders’ Agreement and Stock Restriction and Co-Sale Agreement, and certain provisions of the amended Investor Rights
Agreement, to automatically terminate upon the completion of this offering.

      Services Agreement with ITA Software, Inc.

       On March 3, 2005, we entered into a Services Agreement with ITA Software, Inc., or ITA, of which Mr. Cutler was a director and funds
affiliated with General Catalyst Partners were, at the time, 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 soft ware
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,
2012 through December 31, 2012, we have an estimated minimum commitment of approximately $7 million related to this agreement. We are
unable to estimate our calendar year 2013 minimum commitment at this time.

      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

      We adopted a code of business conduct and ethics that applies to all of our employees, officers, directors and agents, 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 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

     Mr. Jones, a non-employee, independent director, serves 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

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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.

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.

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Director Compensation

      Prior to March 3, 2011, we did not provide 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. Effective on March 3, 2011 we began to provide compensation to our nonemployee
directors as described below; our directors who are also employees receive no additional compensation or benefits for service on the board of
directors or its committees. During fiscal year 2011, we did not grant any stock options to our non-employee directors. 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.

      Each of our nonemployee directors also has an indemnification agreement with us, which is filed as an exhibit to our registration
statement of which this prospectus is a part. We also expect each of 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, we offer each of our nonemployee directors
compensation for their service on our board of directors. Effective as of March 3, 2011, the nonemployee directors are paid:

      •      a base annual retainer of $50,000 in cash;

      •      an additional annual retainer of $10,000 in cash to members of the audit committee (other than the chairperson) and an annual
             retainer of $5,000 in cash to members of the compensation and nominating and governance committees (other than the
             chairpersons);

      •      an additional annual retainer of $25,000 in cash to the chair of the audit committee;

      •      an additional annual retainer of $10,000 in cash to the chair of the compensation committee and to the chair of the nominating and
             governance committee; and

      •      an additional annual retainer of $25,000 in cash to the chairperson of our board of directors.

      In addition to the foregoing cash compensation, upon completion of this offering we intend to provide certain of our nonemployee
directors with equity compensation for service on our board of directors and committees. This compensation will consist of $175,000 in the
form of restricted stock units of Class A common stock, based on the per share price of the Class A common stock sold in this offering, to each
of Messrs. Jones, Stanger and Sharples. The restricted stock unit awards to Messrs. Jones and Stanger shall vest quarterly over a two-year
period from March 3, 2011 and the restricted stock unit award to Mr. Sharples shall vest quarterly over a two-year period from December 22,
2011. It is our current intention to grant similar restricted stock unit awards to these nonemployee directors on an annual basis.

      Each of Messrs. Cutler, Moritz and Nelis have elected to forego receipt of the foregoing cash and restricted stock unit compensation.

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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 2011, our named executive officers, were:

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

      •      Willard H. Smith, Chief Financial Officer;

      •      Melissa H. Reiter, Senior Vice President, Finance and Investor Relations;

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

      •      Karen Ruzic Klein, General Counsel and Secretary; and

      •      Robert M. Birge, Chief Marketing Officer.

     Mr. Smith’s employment with us ended on March 16, 2012, and Ms. Reiter was named Chief Financial Officer at that time. Mr. English
was named President and Ms. Reiter was named Treasurer in May 2012.

      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 2011, 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 2011 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. 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.

      Executive compensation includes both fixed compensation (base salary and benefits) 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, as amended, 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 have 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 2012 Equity Incentive Plan, which will be in effect upon completion of this offering.

    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.

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      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 2011, our named executive officers received the following in base salary: $300,000 for Mr. Hafner; $275,000 for Mr.
Smith; $260,000 for Ms. Reiter; $300,000 for Mr. English; $260,000 for Ms. Klein; and $320,000 for Mr. Birge.

      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 pool available for awards to employees, including our named executive
officers. The annual cash bonuses are intended to reward the achievement of corporate objectives linked to our financial results. Prior to fiscal
year 2011, we offered employees, including named executive officers the choice to take bonuses 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
employees and reward and motivate those 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 or a maximum dollar amount, are set forth in the employment contract of each named executive officer. Actual bonus awards
may differ from 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 2009, which were paid in fiscal year 2010, the board of directors determined the bonus amounts for
Mr. Hafner and Mr. English and established the bonus pool for all other employees, including the other named executive officers. In setting
these amounts the following financial and corporate achievements, among other items, were considered:

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

      •      we substantially met our commercialization goals for the year, including our targets for revenues and adjusted earnings.

      In particular, our target goals for number of queries and visits was 496 million and 473 million, respectively, and we achieved
approximately 93% and 91% of these targets, respectively. Our target goals for revenues and adjusted earnings were $140 million and $28
million, respectively, and based on projected results evaluated by the board of directors in December 2009, we achieved approximately 82%
and 79% of these targets, respectively. Adjusted earnings for this purpose represented Adjusted EBITDA plus bonus expense, bad-debt expense
and miscellaneous other expenses incurred in 2010. These performance targets, which were used for compensation purposes only, were
developed to incentivize management and were based on certain primary objectives of our

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internal business plan. They were not used by management or the board of directors for other purposes. All named executive officers were
subject to the same performance goals for the year.

      We failed to fully meet our target financial and corporate goals for the year, and as a result, the bonuses paid for fiscal year 2009 were
90% of the targets set in each named executive officer’s employment agreement. In setting this bonus amount our board of directors evaluated
the degree to which bonus targets were not achieved. In making this evaluation the board of directors estimated that bonus targets were
generally achieved at approximately a 79% to 93% level, and therefore determined that paying bonuses to Messrs. Hafner and English and
funding the bonus pool at the 90% level would be appropriate. Based on this assessment, Mr. Hafner received $405,000; Mr. English received
$405,000; Ms. Klein received $200,000 and Mr. Birge received $184,998. Of such amounts, Mr. Hafner elected to receive $112,663 of this
amount in 9,979 shares of restricted common stock, Mr. English elected to receive $116,626 of this amount in 10,330 shares of restricted
common stock, Ms. Klein elected to receive $24,996 of this amount in 2,214 shares of restricted common stock and Mr. Birge elected to
receive $184,998 of this amount in 16,386 shares of restricted common stock. In each of these cases, the dollar amount of bonuses forgone by
the named executive officer was equal to the fair market value of the shares of restricted stock they received in exchange for the foregone
amount. Ms. Reiter started with us in November 2009 and as such was not subject to the bonus plan. However, Ms. Reiter’s employment
agreement with us provided for a fixed bonus amount of $50,000.

      In determining bonuses for fiscal year 2010, which are paid in fiscal year 2011, the board of directors determined the bonus amounts for
Mr. Hafner and Mr. English and established the bonus pool for all other employees, including the other named executive officers. In setting
these amounts the following financial and corporate achievements, among other items, were considered:

      •      we substantially met our goal for number of queries for the year; and

      •      we substantially met our commercialization goals for the year, including our targets for revenues and adjusted earnings.

      During 2010, in an effort to more directly align Mr. Hafner’s and Mr. English’s bonus awards to our financial performance, the board of
directors established different performance goals for Mr. Hafner and Mr. English compared to our other employees.

      Specifically, the board of directors, in establishing the bonus pool for all employees other than Mr. Hafner and Mr. English, set a target
goal for number of queries of 595 million. We achieved approximately 107% of this target goal. Our target goals for revenues and adjusted
earnings (representing Adjusted EBITDA plus bonus expense accrued in 2010) were $147 million and $37 million, respectively. We achieved
116% of our revenue goal and 96% of our adjusted earnings target in 2010. The board of directors approved an additional investment in brand
marketing expense during the fourth quarter of 2010, which was factored into their decision to consider our adjusted earnings target as met for
the year ended December 31, 2010.

      For Mr. Hafner and Mr. English, the board of directors set 2010 target goals of $147 million and $37 million for revenue and Adjusted
EBITDA, respectively. In addition, the board of directors set threshold targets of $140 million and $25 million for revenue and Adjusted
EBITDA, respectively, for Mr. Hafner and Mr. English, at which point they would be entitled to at least 75% of their bonus targets. Our board
of directors has determined that we substantially met or exceeded these goals at the higher target levels.

      The 2010 compensation performance targets were used solely for determining compensation of our named executive officers and were
not used by management or the board of directors for other purposes.

      As a result of our financial performance and the level at which we met our corporate operating goals for the year, our board of directors
awarded the following cash bonus amounts for fiscal year 2010, which were paid in 2011: Ms. Reiter received $150,000; Ms. Klein received
$280,000; and Mr. Birge received $350,000. Our board of directors also determined that, at the time of payment, each of the named executive
officers would be entitled

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to exchange some or all of their bonus amounts for shares of our common stock having a fair value equal to the bonus amount foregone. Of the
bonus amounts awarded for fiscal year 2010, Mr. Birge elected to receive $149,600 of this amount in 8,500 shares of restricted stock and
Ms. Klein elected to receive $24,992 of this amount in 1,420 shares of restricted stock.

     In fiscal year 2010, the board of directors revised the maximum bonus amounts Mr. Hafner and Mr. English could receive. As a result
Messrs. Hafner and English were entitled to earn a bonus amount of up to $345,000 each. Subsequent to our 2010 fiscal year end, each of
Messrs. Hafner and English elected not to receive any such bonus amounts.

      In determining bonuses for fiscal year 2011, which were paid in fiscal year 2012, the board of directors established the bonus pool for all
employees other than Mr. Hafner and Mr. English. In setting these amounts the following financial and corporate achievements, among other
items, were considered:

      •      We exceeded our goal for total number of queries for the year;

      •      We substantially met our goal for number of hotel queries during the year; and

      •      We substantially met our commercialization goals for the year.

       In general, the same primary objectives used for establishing our 2010 bonus awards were used to establish bonus awards in 2011.
However, during 2011, the board of directors did not establish performance goals for Mr. Hafner and Mr. English. During the beginning of
fiscal year 2011, the board of directors determined that Mr. Hafner and Mr. English, in accordance with their employment agreements, would
each be eligible to receive a bonus up to $345,000. The board of directors further determined that the bonus amount awarded to Mr. Hafner and
Mr. English, if any, would be established after fiscal year 2011. The board of directors adopted this approach with respect to Mr. Hafner’s and
Mr. English’s potential bonus amounts in and effort to award each officer’s performance in consideration of our overall success and
performance during the year.

      With respect to all employees other than Mr. Hafner and Mr. English, the board of directors set a target goal for total number of queries
of 853 million and number of hotel queries of 97 million. We achieved approximately 105% and 98%, respectively, of these target goals. Our
target goals for revenues and adjusted earnings (representing Adjusted EBITDA plus bonus expense accrued in 2011) were $242 million and
$56 million, respectively. We achieved 93% of our revenue goal and 100% of our adjusted earnings target in 2011.

     As in 2010, the 2011 compensation performance targets were used solely for determining compensation of our named executive officers
and were not used by management or the board of directors for other purposes.

      As a result of our financial performance and the level at which we substantially met or exceeded our corporate operating goals for the
year, our board of directors awarded the following cash bonus amounts for fiscal year 2011, which were paid in 2012: Mr. Smith received
$84,000; Ms. Reiter received $175,000; Ms. Klein received $275,000; and Mr. Birge received $375,000. Unlike in previous years, our
employees, including our named executive offers were not provided an opportunity to exchange all or a portion of their bonus awards for
shares of our common stock.

      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

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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, which will automatically become options to purchase shares of our Class B common stock upon the completion of this offering,
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
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, the fair value of the common stock underlying our stock option grants was determined by our board of directors, with the assistance of
management. See “Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Critical Accounting Policies
and Estimates—Common Stock Valuations” for additional discussion on how we value our common stock.

      After the completion of this offering, fair value will be based on the closing price of our Class A common stock on the NASDAQ Global
Select Market 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 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 2011 Stock Option and Restricted Stock Awards

       In fiscal year 2011, we approved grants of restricted stock awards to Mr. Birge and Ms. Klein. These restricted stock grants represent the
portion of the 2010 merit-based bonuses of those named executive officers who elected to receive restricted stock in lieu of cash. The shares of
restricted stock awards representing such grants were issued to the recipients in January 2011. In addition to these restricted stock grants, we
also awarded an option to Mr. Smith to acquire 200,000 shares of our common stock. This option award was made to Mr. Smith in connection
with the commencement of his employment as our Chief Financial Officer on June 6, 2011.

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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:
                                                                                                 Number of Shares
                                                                                                of Restricted Stock              Value per Share of
                                                  Number of                                     Received in Lieu of               Restricted Stock
                                                  Securities           Exercise Price of            Non-Equity                  Received in Lieu of
                                                  Underlying           Option Awards               Incentive Plan              Non-Equity Incentive
          Name              Grant Date            Options(#)                ($/Sh)               Compensation (1)              Plan Compensation (1)
Willard H. Smith               6/7/2011              200,000       $                21.00                       —                                —
Karen Ruzic Klein             1/31/2011                  —                            —                       1,420        $                   17.60
Robert M. Birge               1/31/2011                  —                            —                       8,500        $                   17.60

      (1)    With regard to fiscal year 2010 bonuses paid in 2011, employees were given the opportunity to take some or all of their non-equity
             incentive compensation or bonuses in shares of our restricted common stock in lieu of a cash payment. Employees were not able to
             receive restricted stock in lieu of fiscal year 2011 cash bonuses paid in 2012.

      The number of shares of common stock underlying each stock option grant, which will automatically become shares of Class B common
stock underlying each such stock option grant upon the completion of this offering, 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
2010 merit-based 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 in the form of restricted stock.

      Other Executive Benefits

      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.

      With the exception of our directors’ and officers’ liability insurance, which we view as integrally and directly related to the performance
of the applicable officer’s duties, all benefits available to our named executive officers are generally available to all of our employees.

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 years 2009, 2010 and 2011 awarded to or paid to our
named executive officers.
                                                                                           Non-Equity
                                                                                          Incentive Plan
                                                                            Option        Compensation             All Other
                                         Salary          Bonus (4)         Awards (1)          (3)               Compensation          Total
Name and Principal Position   Year        ($)              ($)               ($)                ($)                    ($)              ($)
Daniel Stephen Hafner         2011   $ 300,000       $ 650,000         $          —       $           —          $       —         $     950,000
  Chief Executive             2010   $ 300,000       $     —           $    1,317,060     $           —    (2)
                                                                                                                 $       —         $   1,617,060
  Officer &
  Cofounder
                              2009   $ 225,000       $          —      $            —     $    405,000 (9)                         $    630,000

Willard H. Smith (6)          2011   $ 157,466       $          822    $    1,918,200     $     83,178           $    13,766 (7)   $   2,173,432

  Chief Financial
  Officer
Melissa H. Reiter             2011   $ 260,000       $      45,000     $          —       $    130,000           $       —         $     435,000
 Senior Vice                  2010   $ 222,500       $      20,000     $    1,117,752     $    130,000           $       —         $   1,490,252
 President Finance
 and Investor
 Relations
                              2009   $    36,660     $      70,000     $            —     $           —          $    16,284 (8)   $    122,944

Paul M. English               2011   $ 300,000       $ 650,000         $          —       $           —          $       —         $     950,000
  Chief Technology            2010   $ 300,000       $     —           $    1,317,060     $           —    (2)
                                                                                                                 $       —         $   1,617,060
  Officer &
  Cofounder
                              2009   $ 225,000       $          —      $            —     $    405,000 (9)       $       —         $    630,000

Karen Ruzic Klein             2011   $ 260,000       $      15,000     $           —      $    260,000           $       —         $     535,000
  General Counsel             2010   $ 235,000       $      45,000     $       539,142    $    235,000 (5)       $       —         $   1,054,142

                              2009   $ 210,000       $          —      $       198,040    $    200,000 (9)       $       —         $    608,040

Robert M. Birge               2011   $ 320,000       $      55,000     $          —       $    320,000           $       —         $     695,000
  Chief Marketing             2010   $ 300,000       $      50,000     $    1,078,284     $    300,000 (5)       $       —         $   1,728,284
  Officer
                              2009   $ 196,591       $          —      $       644,940    $    184,998 (9)       $       —         $   1,026,529


      (1)    Amounts included in “Option Awards” column do not reflect compensation actually received by the named executive officer but
             represent the grant date fair value of the award as computed in accordance with Financial Accounting Standards Board Accounting
             Standards Codification, or FASB ASC, Topic 718. The valuation assumptions used in determining such amounts are described in
             “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and
             Estimates—Common Stock Valuations”.
      (2)    Subsequent to our 2010 fiscal year end, each of Messrs. Hafner and English elected not to receive any bonus amounts in respect of
             fiscal 2010.
      (3)    Amount represents non-equity incentive plan compensation payable in accordance with the named executive officer’s employment
agreement with us. In 2011 and 2010, each of Mr. Hafner and Mr. English were entitled to earn up to $345,000, Mr. Smith was
entitled to earn up to 60% of his base salary, of Ms. Klein and Mr. Birge were entitled to earn up to 100% of their base salary and
Ms. Reiter up to 50% of her base salary, in non-equity incentive compensation. In 2009, Mr. Hafner, Mr. English, Ms. Klein and
Mr. Birge were entitled to earn up to 200%, 200%, 100% and 100%, respectively, in non-equity incentive compensation.

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      (4)    Amounts represent bonus amounts in excess of non-equity incentive compensation target amounts that are provided for in each of
             the named executive officer employment agreements. Cash bonuses in excess of non-equity incentive compensation are awarded at
             the discretion of our board of directors and are based on our board of directors’ subjective assessments of the named executive
             officer’s performance and contributions to us.
      (5)    Employees were given the option to receive a portion of their 2010 merit-based bonus in restricted stock in lieu of cash. In
             connection with this option, Mr. Birge elected to receive 8,500 shares of our restricted common stock in lieu of non-equity
             incentive compensation earned in fiscal year 2010. The fair market value of Mr. Birge’s shares on the date of issuance was
             $149,600 and was equal to the dollar value of non-equity incentive compensation forgone by Mr. Birge. Additionally, Ms. Klein
             elected to receive 1,420 shares of our restricted common stock in lieu of non-equity incentive compensation earned in fiscal year
             2010. The fair market value of Ms. Klein’s shares on the date of issuance was $24,992 and was equal to the dollar value of
             non-equity incentive compensation forgone by Ms. Klein.
      (6)    Mr. Smith’s employment with us commenced on June 6, 2011. Mr. Smith’s compensation amounts included in this table for fiscal
             year 2011, reflect actual compensation earned by Mr. Smith during the year as well as the grant date fair value of the option awards
             as computed in accordance with FASB ASC 718. Of these options granted, 150,000 were forfeited when Mr. Smith’s employment
             with us ended on March 16, 2012. Ms. Reiter was named Chief Financial Officer at that time.
      (7)    We reimbursed Mr. Smith for relocation expenses totaling $13,766.
      (8)    We reimbursed Ms. Reiter for relocation expenses totaling $16,284.
      (9)    Employees were given the option to receive a portion of their 2009 merit-based bonus in restricted stock in lieu of cash.
             Mr. Hafner elected to receive 9,979 shares of our restricted common stock in lieu of non-equity incentive compensation earned in
             fiscal year 2009. The fair market value of Mr. Hafner’s shares on the date of issuance was $112,663 and was equal to the dollar
             value of non-equity incentive compensation forgone by Mr. Hafner. Mr. English elected to receive 10,330 shares of our restricted
             common stock in lieu of non-equity incentive compensation earned in fiscal year 2009. The fair market value of Mr. English’s
             shares on the date of issuance was $116,626 and was equal to the dollar value of non-equity incentive compensation forgone by
             Mr. English. Ms. Klein elected to receive 2,214 shares of our restricted common stock in lieu of non-equity incentive
             compensation earned in fiscal year 2009. The fair market value of Ms. Klein’s shares on the date of issuance was $24,996 and was
             equal to the dollar value of non-equity incentive compensation forgone by Ms. Klein. Mr. Birge elected to receive 16,386 shares of
             our restricted common stock in lieu of non-equity incentive compensation earned in fiscal year 2009. The fair market value of
             Mr. Birge’s shares on the date of issuance was $184,998 and was equal to the dollar value of non-equity incentive compensation
             forgone by Mr. Birge.

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2011 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
2011.
                                                                                                                                                              Grant
                                                                                                         All                 All other                          Date
                                                                                                        Other                 Option            Exercise    Fair Value
                                                                                                        Stock                Awards:            or Base      of Stock
                                       Date                                                           Awards:               Number of           Price of        and
                                    Approved by          Estimated Future Payouts                    Number of               Securities          Option       Option
                       Grant         Board of                Under Non-Equity                           Shares              Underlying          Awards       Awards
     Name              Date          Directors             Incentive Plan Awards                     of Stock (#)           Options (#)          ($/Sh)        ($) (4)
                                                                                            Maximu
                                                    Threshold         Target                  m
                                                       ($)            ($) (1)                 ($)
Daniel Stephen
  Hafner                                                   —               —                   —

Willard H. Smith                                                                 (3)
                                                           —      $     83,178                  —
                                                                                                                                          (5)
                         6/7/2011        6/7/2011                                                              —                200,000         $   21.00   $   1,918,200

Melissa H. Reiter                                          —      $ 130,000                     —

Paul M. English                                            —               —                   —

Karen Ruzic
  Klein                                                    —      $ 260,000                     —
                                                                                                                      (2)
                        1/31/2011       12/8/2010                                                             1,420                 —                —      $     24,992

Robert M. Birge                                            —      $ 320,000                     —
                                                                                                                      (2)
                        1/31/2011       12/8/2010                                                             8,500                 —                —      $    149,600


        (1)       Reflects target payouts with respect to amounts earned by each named executive officer pursuant to the terms of that officer’s
                  employment agreement with us. While the amounts set forth are the target amounts included in the named executive officer’s
                  employment agreements, our compensation committee and board of directors may exercise its discretion to award more or less
                  than the target amount. Target amounts do not necessarily reflect amounts earned or paid, the actual amount earned by each named
                  executive officer in 2011 is reported under the Non-Equity Incentive Compensation column and the Bonus column of the
                  Summary Compensation Table.
        (2)       Amount represents number of restricted shares issued to the named executive officer in lieu of non-equity incentive plan
                  compensation payable in accordance with the named executive officer’s employment agreement with us. Mr. Birge elected to
                  receive 8,500 shares of our restricted common stock in lieu of non-equity incentive compensation earned in fiscal year 2011. The
                  fair market value of Mr. Birge’s shares on the date of issuance was $149,600 and was equal to the dollar value of non-equity
                  incentive compensation forgone by Mr. Birge. Ms. Klein elected to receive 1,420 shares of our restricted common stock in lieu of
                  non-equity incentive compensation earned in fiscal year 2011. The fair market value of Ms. Klein’s shares on the date of issuance
                  was $24,992 and was equal to the dollar value of non-equity incentive compensation forgone by Ms. Klein.
        (3)       Amount is pro rated from June 30, 2011. As per his employment agreement, Mr. Smith was entitled to earn up to 60% of his salary
                  as non-equity incentive compensation.
        (4)       Amounts represent the grant date fair value of the award as computed in accordance with FASB ASC Topic 718. The valuation
                  assumptions used in determining such amounts are described in “Management’s Discussion and Analysis of Financial Condition
                  and Results of Operations—Common Stock Valuations”.
        (5)       The shares subject to this stock option vest with respect to 25% of the shares subject to such stock option on the first anniversary
                  date of the date of hire and monthly over a three-year period at a rate of 1/36th per month thereafter. Vesting is contingent upon
                  continued service.

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Outstanding Equity Awards at 2011 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 2011.
                    Name                            Grant Date                                         Option Awards
                                                                         Number of             Number of
                                                                          Securities            Securities
                                                                         Underlying            Underlying            Option
                                                                         Unexercised           Unexercised          Exercise                      Option
                                                                         Options (#)           Options (#)            Price                      Expiration
                                                                         Exercisable          Unexercisable            ($)                         Date
                                                                                                               (1)
Daniel Stephen Hafner
                                                       4/29/2010              95,833               104,167           $ 13.00                       4/29/2020
                                                                                                               (2)
Willard H. Smith
                                                        6/7/2011                 —                 200,000           $ 21.00                        6/7/2021
                                                                                                               (1)
Melissa H. Reiter
                                                     10/20/2010               18,749                  41,251         $ 14.82                      10/19/2020
                                                                                                               (2)
                                                       2/11/2010              54,166                  45,834         $ 11.29                       2/11/2020
                                                                                                               (1)
Paul M. English
                                                       4/29/2010              95,833               104,167           $ 13.00                       4/29/2020
                                                                                                               (1)
Karen Ruzic Klein
                                                     10/20/2010               18,749                  41,251         $ 14.82                      10/19/2020
                                                                                                               (1)
                                                        7/7/2009             120,833                  79,167         $       7.50                   7/6/2019
                                                                                                               (1)
Robert M. Birge
                                                     10/20/2010               37,499                  82,501         $ 14.82                      10/19/2020
                                                                                                               (2)
                                                       5/19/2009              96,874                  53,126         $       7.50                  5/19/2019

      (1)    The shares subject to these stock options vest monthly over a four-year period at a rate of 1/48th per month. Vesting is contingent
             upon continued service.
      (2)    The shares subject to this stock option vest with respect to 25% of the shares subject to such stock option on the first anniversary
             date of the date of hire and monthly over a three-year period at a rate of 1/36th per month thereafter. Vesting is contingent upon
             continued service.

Options Exercises 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 2011. None of our named executive officers exercised stock options during the fiscal year 2011.
                               Name                                                             Stock Awards
                                                                      Number of Shares Acquired on
                                                                                Vesting                                      Value Realized on
                                                                                  (#)                                         Vesting ($) (1)
            Daniel Stephen Hafner                                                               —                                         —
            Willard H. Smith                                                                    —                                         —
            Melissa H. Reiter                                                                   —                                         —
            Paul M. English                                                                     —                                         —
            Karen Ruzic Klein                                                                 1,420                      $             24,992
            Robert M. Birge                                                                   8,500                      $            149,600

      (1)    Amounts represent the fair market value of our common stock on the date of vesting times the number of shares of common stock
             vested on that date. The valuation assumptions used in determining the fair value of our common stock are described in
             “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and
             Estimates—Common Stock Valuations”.

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.

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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.

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, June 26, 2008, April 29, 2010 and December 14, 2011. The agreement provides for an annual base salary of $300,000,
subject to adjustment by the board of directors, and a bonus of $345,000. 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.

      Willard H. Smith. On May 11, 2011, we entered into an employment agreement with Mr. Smith. This agreement provided for Mr. Smith
to receive an annual base salary of $275,000, subject to periodic review and adjustment by management, and an annual bonus of 60% of his
base salary. The agreement provided 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. Mr. Smith’s employment with us ended on March 16,
2012. As part of his separation we agreed to pay Mr. Smith a lump sum amount of $261,000, representing six months salary and bonus. With
respect to Mr. Smith’s termination, we also agreed to (i) accelerate stock option vesting with respect to 50,000 shares of our common stock, (ii)
provide Mr. Smith a loan of up to $1,200,000 to be used solely for the exercise of such stock options, (iii) pay six months of COBRA subsidy
and (iv) pay relocation expenses of up to $15,000.

      Melissa H. Reiter . On September 30, 2009, we entered into an employment agreement with Ms. Reiter which was amended on March 6,
2012, to set forth Ms. Reiter’s compensation with respect to fiscal year 2011. This agreement, as amended, provides for Ms. Reiter to receive
an annual base salary of $260,000, subject to periodic review and adjustment by management, and an annual bonus of 50% of her annual base
salary. 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. Ms. Reiter is also entitled to a bonus of $100,000 to be paid within 45
days of our initial public offering, provided that this amount must be repaid if Ms. Reiter terminates her employment with us within six months
of our initial public offering.

      Paul M. English . On March 2, 2004, we entered into an executive employment agreement with Mr. English, which was amended on
March 1, 2007, June 26, 2008 and December 14, 2011. The agreement provides for an annual base salary of $300,000, subject to adjustment by
the board of directors, and a bonus of $345,000. 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 has been reviewed and
adjusted annually by management and as of January 1, 2011, provided for an annual base salary of $260,000, and an annual bonus of 100% of
her annual base salary. 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.

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      Robert M. Birge . On April 9, 2009, we entered into an employment agreement with Mr. Birge, which has been reviewed and adjusted
annually by management and as of January 1, 2011, provided for an annual base salary of $320,000, and an annual bonus of 100% of his
annual base salary. 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, 2011, 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.

      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 officers 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

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             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 Mr. Smith, Ms. Reiter, Ms. 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, in the event of involuntary termination
of their employment other than for cause, each would be entitled to receive six months’ base salary plus the pro rata portion of any bonus
earned but unpaid for the year and payment of COBRA insurance coverage for the duration of the six month severance term. In addition,
Ms. Reiter is entitled to receive six months base salary and a pro rated bonus as severance if she is not named Chief Financial Officer by
December 31, 2012, and she elects to terminate her employment with us at any time following December 31, 2012. Ms. Reiter is also entitled
to a bonus of $100,000 to be paid within 45 days of our initial public offering, provided that this amount must be repaid if Ms. Reiter
terminates her employment with us within six months of our initial public offering.

      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 plan 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, 2011
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.
                                                                                                              Employee
                                                          Termination by            Employee              Resignation Other         Termination
                                                            Company               Resignation for          than for Good            Due to Death
                                      Benefits and        Without Cause            Good Reason                 Reason               or Disability
    Named Executive Officer           Payments (1)             ($)                      ($)                      ($)                     ($)
                                                                           (2)                      (2)
D. Stephen Hafner
                                   Base Salary                  150,000                  150,000                        —                     —
                                                                           (3)                      (3)                       (3)                   (3)
                                   Bonus                        650,000                  650,000                   650,000              650,000
                                   Health and                     9,807 (4)                9,807 (4)                   —                    —
                                   Welfare
                                   Continuation
Willard H. Smith                   Base Salary                  137,500                  137,500                        —                     —
                                                                           (3)
                                   Bonus                          84,000                      —                         —                     —
                                   Health and                     10,142                      —                         —                     —
                                   Welfare
                                   Continuation
                                                                           (2)                      (2)
Melissa H. Reiter
                                   Base Salary                  130,000                  130,000                        —                     —
                                                                           (3)                      (5)
                                   Bonus                        175,000                  175,000                        —                     —
                                   Health and                     3,654 (4)                  —                          —                     —
                                   Welfare
                                   Continuation
                                                                           (2)                      (2)
Paul M. English
                                   Base Salary                  150,000                  150,000                        —                     —
                                                                           (3)                      (3)                       (3)                   (3)
                                   Bonus                        650,000                  650,000                   650,000              650,000
                                   Health and                     9,807 (4)                9,807 (4)                   —                    —
                                   Welfare
                                   Continuation
                                                                           (2)
Karen Ruzic Klein
                                   Base Salary                  130,000                       —                         —                     —
                                                                           (3)
                                   Bonus                        275,000                       —                         —                     —
                                   Health and                    10,142 (4)                   —                         —                     —
                                   Welfare
                                   Continuation
                                                                           (2)
Robert M. Birge
                                   Base Salary                  150,000                       —                         —                     —
                                                                           (3)
                                   Bonus                        375,000                       —                         —                     —
                                   Health and                    10,142 (4)                   —                         —                     —
                                   Welfare
                                   Continuation

      (1)    In addition to the amounts described in this table, all of our employees, including each of the named executive officers, are entitled
             to accrued but unused vacation through the date of termination. Under our Third Amended and Restated 2005 Equity Incentive
             Plan, 50% of the unvested portion of the outstanding options held by each optionee as of the date of a change of control, including
             any unvested options held by the named executive officers, will vest and become exercisable as of such date, and the remainder of
             such shares shall vest and become exercisable under the circumstances described above on page 102.
      (2)    Amount represents six months base salary following termination.
      (3)    Amount represents non-equity incentive plan compensation and bonuses earned by the named executive officer in fiscal year 2011.
      (4)    Amount represents COBRA premiums which are payable until the earlier of six months from the date of termination, or until the
             named executive officer accepts other employment.
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      Stock Option Grants to Named Executive Officers Upon the IPO

      On May 3, 2012, our board of directors approved, subject to and effective upon the pricing of our initial public offering, an award of
options to each of Messrs Hafner and English to purchase 225,000 shares of our Class B common stock and 75,000 shares of our Class B
common stock to each of Ms. Klein, Ms. Reiter and Mr. Birge. The exercise price of these stock options will be equal to the price to the public
of our Class A common stock in this initial public offering as determined on the day of pricing. These options will vest over four years with
25% of the shares subject to these stock options vesting on the first anniversary date of pricing and then monthly thereafter. In the event of a
change of control, if the named executive officer is terminated without cause within one year after the date of such change of control, or if the
named executive officer ends their employment for good reason or upon a material diminution of the named executive officer’s position, duties,
authority or responsibilities within one year after the date of such change of control, then 100% of all unvested options shall vest and become
exercisable as of such date. As a result, the shares subject to these stock options will not be subject to automatic 50% vesting of all unvested
options in the event of a change of control as is currently available under the Third Amended and Restated 2005 Equity Incentive Plan.

      Employment Agreements to Named Executive Officers

      In May 2012, we entered into new employment agreements with our named executive officers, with such agreements to be effective upon
the consummation of our initial public offering. Pursuant to the terms of these employment agreements, each of Mr. Hafner and Mr. English
shall be paid an annual salary of $400,000 and shall be entitled to an annual bonus of up to 120% of their base salary, Mr. Birge shall be paid
an annual salary of $320,000 and shall be entitled to an annual bonus of up to 100% of his base salary, and each of Ms. Reiter and Ms. Klein
shall be entitled to an annual salary of $275,000 and an annual bonus of 50% and 100% of base salary, respectively. In addition, each of Ms.
Reiter and Ms. Klein shall be entitled to a one-time bonus of $100,000 upon the consummation of our initial public offering. Each of these
employment agreements also provides for paid vacation time, reimbursement of reasonable business expenses, and participation in such other
benefit programs as are provided to our executives generally. These employment agreements also include severance payments made in certain
termination circumstances as further discussed and provided in the agreements as filed as exhibits to our registration statement of which this
prospectus is a part. Furthermore, with the exception of Ms. Klein, each of the named executive officers agrees to certain non-competition and
non-solicitation provisions in the event the named executive officer’s employment with us is terminated for any reason.

2012 Equity Incentive Plan

      The following is a summary of the material terms of the 2012 Equity Incentive Plan, which will be in effect upon completion of this
offering, but does not include all of the provisions of the 2012 Equity Incentive Plan. For further information about the 2012 Equity Incentive
Plan, we refer you to the complete copy of the 2012 Equity Incentive Plan, which we will file as an exhibit to our registration statement of
which this prospectus is a part.

       The 2012 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 2012 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 2012 Equity Incentive Plan. The purpose of the 2012
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 2012 Equity Incentive Plan. The board of directors
itself may exercise any of the powers and responsibilities under the 2012 Equity Incentive Plan. Subject to the terms of the 2012 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;

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

      •      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 2012 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 2012 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 2012 Equity
Incentive Plan or with respect to which awards may be granted, subject to the automatic increase provisions described below, may not exceed
1,100,000 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 2012 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 2012 Equity Incentive Plan. In addition,
(i) shares used to pay the exercise price of a stock option and (ii) shares delivered to or withheld by us to pay the withholding taxes related to an
award do not count as shares issued under the 2012 Equity Incentive Plan.

     The number of shares of common stock authorized under the 2012 Equity Incentive Plan also will be increased each January 1 starting in
2013 by an amount equal to the lesser of (i) 3.5% of our outstanding common stock on a fully diluted basis as of the end of our immediately
preceding fiscal year, (ii) 2,000,000 shares, and (iii) any lower amount determined by our board.

      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 2012 Equity Incentive Plan. However, only Stephen Hafner and Paul M. English are eligible to receive grants of our
Class B common stock under the 2012 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.

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      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. SARs may be granted in tandem with a stock
option, such that the recipient has the opportunity to exercise either the stock option or the SAR, but not both. The base exercise price (above
which any appreciation is measured) will not be less than 50% of the fair market value of the common stock on the date of grant of the SAR or,
in the case of an SAR granted in tandem with a stock option, the exercise price of the related stock option. 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.

      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 dividend rights with respect to such shares. Participants holding restricted stock units
may be entitled to receive payments equivalent to any dividends declared with respect to the common stock referenced in the grant of the
restricted stock units, but only following the close of the applicable restriction period and then only if the underlying common stock has been
earned. 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

        Qualified performance-based awards include performance criteria intended to satisfy Section 162(m) of the Code. Section 162(m) of the
Code limits the Company’s federal income tax deduction for compensation to certain specified senior executives to $1 million dollars, but
excludes from that limit “performance-based compensation.” Any form of award permitted under the 2012 Plan, other than a stock grant, may
be granted as a qualified performance-based award, but in each case will be subject to satisfaction of performance goals or (in the case of stock
options) based on continued service. The performance criteria used to establish performance goals are limited to the following: (i) cash flow
(before or after dividends), (ii) earnings per share (including, without limitation, earnings before interest, taxes, depreciation and amortization),
(iii) stock price, (iv) return on equity, (v) stockholder return or total stockholder return, (vi) return on capital (including, without limitation,
return on total capital or return on invested capital), (vii) return on investment, (viii) return on assets or net assets, (ix) market capitalization,
(x) economic value added, (xi) debt leverage (debt to capital), (xii) revenue,

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(xiii) sales or net sales, (xiv) backlog, (xv) income, pre-tax income or net income, (xvi) operating income or pre-tax profit, (xvii) operating
profit, net operating profit or economic profit, (xviii) gross margin, operating margin or profit margin, (xix) return on operating revenue or
return on operating assets, (xx) cash from operations, (xxi) operating ratio, (xxii) operating revenue, (xxiii) market share improvement,
(xxiv) general and administrative expenses and (xxv) customer service.

      Transferability

       Awards granted under the 2012 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.

      Adjustment for Corporate Actions

      In the event of any change in the outstanding shares of common stock as a result of a reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other similar distribution with respect to the shares of common stock, an appropriate and
proportionate adjustment will be made in (i) the maximum numbers and kinds of shares subject to the 2012 Plan, (ii) the numbers and kinds of
shares or other securities subject to then outstanding awards, (iii) the exercise price for each share or other unit of any other securities subject to
then outstanding stock options or SARs (without change in the aggregate purchase price as to which such stock options or SARs remain
exercisable), and (iv) the repurchase price of each share of restricted stock then subject to a risk of forfeiture in the form of a Company
repurchase right. Any such adjustment in awards will be determined and made by the Compensation Committee in its sole discretion.

      Transactions

      In the event of a transaction, including (i) any merger or consolidation of the Company, (ii) any sale or exchange of all of the common
stock of the Company, (iii) any sale, transfer or other disposition of all or substantially all of the Company’s assets, or (iv) any liquidation or
dissolution of the Company, the Compensation Committee may, with respect to all or any outstanding stock options and SARS, (1) provide that
such awards will be assumed, or substantially equivalent rights shall be provided in substitution therefore, (2) provide that the recipient’s
unexercised awards will terminate immediately prior to the consummation of such transaction unless exercised within a specified period
following written notice to the recipient, (3) provide that outstanding awards shall become exercisable in whole or in part prior to or upon the
transaction, (4) provide for cash payments, net of applicable tax withholdings, to be made to the recipients, (5) provide that, in connection with
a liquidation or dissolution of the Company, awards shall convert into the right to receive liquidation proceeds net of the exercise price of the
awards and any applicable tax withholdings, or (6) any combination of the foregoing. With respect to outstanding awards other than stock
options or SARs, upon the occurrence of a transaction other than a liquidation or dissolution of the Company which is not part of another form
of transaction, the repurchase and other rights of the Company under each such award will transfer to the Company’s successor. Upon the
occurrence of such a liquidation or dissolution of the Company, all risks of forfeiture and performance goals applicable to such other awards
will automatically be deemed terminated or satisfied, unless specifically provided to the contrary in the award. Any determinations required to
carry out any of the foregoing will be made by the Compensation Committee in its sole discretion.

      Change of Control

       Upon the occurrence of a change of control, with respect to any award under the 2012 Plan which constitutes the first equity award to a
participant under any of the 2004 Plan, the 2005 Plan or the 2012 Plan, any stock options and SARs under that initial award will accelerate with
respect to 50% of the shares not then exercisable; the risk of forfeiture applicable to any restricted stock and restricted stock units under that
initial award not based on achievement of performance goals will lapse with respect to 50% of the restricted stock and

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restricted stock units still subject to such risk of forfeiture; and 50% of any outstanding awards of restricted stock, restricted stock units and
performance units conditioned on the achievement of performance goals under that initial award will be deemed to have been satisfied.

      In connection with the occurrence of a change of control, all outstanding awards under the 2012 Plan held by any plan participant will
vest, become exercisable and otherwise accelerate in full upon:

      •      the termination of the plan participant’s employment or other association with us and our affiliates by us without cause (as defined
             in the 2012 Plan) or by the plan participant for good reason (as defined in the 2012 Plan) within one year after the date of such
             change of control; or

      •      the date a change of control occurred if the plan participant’s employment or other association with us and our affiliates is
             terminated by us without cause or by the plan participant for good reason within 60 days prior to the date on which the change of
             control occurred, and the affected plan participant demonstrates that such termination or circumstance giving rise to such good
             reason 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.

      A change of control is defined as the occurrence of any of the following: (1) a transaction, as described above, unless securities
possessing more than 50% of the total combined voting power of the resulting entity or ultimate parent entity are held by a person who held
securities possessing more than 50% of the total combined voting power of the Company immediately prior to the transaction; (2) any person
or group of persons, excluding the Company and certain other related entities, directly or indirectly acquires beneficial ownership of securities
possessing more than 50% of the total combined voting power of the Company, unless pursuant to a tender or exchange offer that the
Company’s board of directors recommends stockholders accept; (3) over a period of no more than 24 consecutive months there is a change in
the composition of the Company’s board such that a majority of the board members ceases to be composed of individuals who either (i) have
been board members continuously since the beginning of that period, or (ii) have been elected or nominated for election as board members
during such period by at least a majority of the remaining board members who have been board members continuously since the beginning of
that period.

      The Compensation Committee has discretion to select the length of any applicable restriction or performance period, the kind and/or level
of the applicable performance goal, and whether the performance goal is to apply to the Company, a subsidiary of the Company or any division
or business unit, or to the recipient, provided that any performance goals be objective and otherwise meet the requirements of Section 162(m)
of the Code. Generally, a recipient will be eligible to receive payment under a qualified performance-based award only if the applicable
performance goal or goals are achieved within the applicable performance period, as determined by the Committee.

      Amendment and Termination

      Our board of directors may at any time amend any or all of the provisions of the 2012 Equity Incentive Plan, or suspend or terminate it
entirely, retroactively or otherwise. Unless otherwise required by law or specifically provided in the 2012 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 2012 Equity Incentive Plan expires after ten years.

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      Allocation of Awards; Plan Benefits.

       It is not presently possible to determine the dollar value of award payments that may be made or the number of options, shares of
restricted stock, restricted stock units, or other awards that may be granted under the 2012 Equity Incentive Plan in the future, or the individuals
who may be selected for such awards because awards under the 2012 Equity Incentive Plan are granted at the discretion of the Compensation
Committee.

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 eight 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 13,431,815 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 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 to adopt the 2012 Equity Incentive Plan,
which is discussed above. No awards outstanding under the 2005 Plan, however, will be assumed by the 2012 Equity Incentive Plan. As of
June 30, 2012, options to purchase 8,620,078 shares of our common stock were outstanding, we had issued 1,612,721 shares of our common
stock pursuant to the exercise of options and other equity awards and options representing 1,364,913 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

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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 Class A 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 June 30, 2012, options to purchase 621,914
shares of our common stock were outstanding, and we had issued 1,212,189 shares of our common stock pursuant to the exercise of options
and other equity awards.

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, 2008 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 currently outstanding common stock, which will
             automatically be converted into Class B common stock upon completion of this offering, 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 President, 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 travelpost.com and its travel information business to The New
Travelco, Inc., a Delaware corporation, which subsequently changed its name to TravelPost, Inc. These assets consisted primarily of
TravelPost-specific web content, software components, customer information, web domain names, trademarks and trademark applications,
contracts and goodwill associated with TravelPost. Mr. Slyngstad, one of our directors at the time, was the Chief Executive Officer and is 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. The purchase price was established through a combination of third-party appraisal efforts and negotiations between us
             and The New Travelco, Inc.

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      •      Commercial Agreement which was subsequently amended in March 2011, 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 $10,000 for the remaining term of the license and 1,000,000 shares of Series A preferred stock of TravelPost, Inc.

      •      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 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 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. The requisite stockholder parties to this agreement have agreed that this agreement will terminate upon the
consummation of this offering. Among other things, the agreement, as amended to date, 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 shares of our common stock
             issued to Dr. Saller and other former swoodoo stockholders in connection with the acquisition, which shares of common stock will
             be automatically converted into shares of our Class B common stock upon completion of this offering;

      •      it obligates Dr. Saller and other holders of the shares of our common stock issued in connection with the acquisition, which shares
             of common stock will be automatically converted into shares of our Class B common stock upon completion of this offering, to
             vote their shares for the election of the members of our board of directors consistent with the terms of our Sixth Amended and
             Restated Stock Restriction and Co-Sale Agreement; and

      •      it provides that, in the event of an approved sale of us, Dr. Saller and other holders of the shares of our common stock issued in
             connection with the acquisition, which shares of common stock will be automatically converted into shares of our Class B common
             stock upon completion of this offering, shall be required to vote their shares in favor of the sale.

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      Stock Restriction and Co-Sale Agreement

      On December 22, 2011, we entered into the Sixth 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, 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 requisite stockholder parties to this agreement have agreed that this
agreement will terminate upon the consummation of this offering. Among other things, the agreement, as amended to date, 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 shares of KAYAK common stock listed in the agreement, which shares of common stock will be automatically
             converted into shares of our Class B common stock upon completion of this offering, 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, as
amended to date, provides for the following:

      •      it provides certain holders of shares of our convertible preferred stock and common stock, which shares of common stock will be
             automatically converted into shares of our Class B common stock upon completion of this offering, 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; and

      •      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 with respect to the issuance of certain securities by us, and it contains other
             restrictions, including limitations on our ability to incur debt, except for indebtedness under certain specified loan arrangements;
             however, these restrictions will automatically terminate upon the completion of this offering, so long as the offering is completed
             pursuant to a registration statement which becomes effective prior to December 31, 2012.

      Election and Amendment Agreement

      Pursuant to our amended and restated certificate of incorporation as currently in effect, all outstanding shares of our convertible preferred
stock will automatically convert into shares of our common stock in two circumstances - the first being pursuant to an election to cause such
conversion made by stockholders holding a sufficient number and type of shares of our capital stock, and the second being upon the closing of
an initial public offering involving gross proceeds of at least $25 million at a price that is at least $31.09 per share. Given that we can not
predict, at this time, whether or not the foregoing minimum dollar amounts will be satisfied by this offering, on April 19, 2012, we entered into
the Election and Amendment Agreement with the holders of a majority of our capital stock in order to ensure that the capital structure that we
have described under

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“Description of Capital Stock” will be achieved by this offering. In exchange for our agreement to make the concurrent private placements
which are described in the section of this prospectus titled “Concurrent Private Placements,” through the Election and Amendment Agreement
we obtained the benefit of amendments to our Stockholders’ Agreement, Stock Restriction and Co-Sale Agreement and Investor Rights
Agreement, as well as an election by such stockholders under, and consent to an amendment to, our current amended and restated certificate of
incorporation. The effect of such election and amendments is, among other things, to cause all shares of our convertible preferred stock to
convert into shares of Class B common stock concurrently with the closing of any initial public offering that is completed pursuant to a
registration statement which becomes effective prior to December 31, 2012, regardless of the initial public offering price in such offering.
Pursuant to such election and amendments, the stockholders have also waived certain potential preemptive and anti-dilution related rights
which they may have had upon completion of this offering and the concurrent private placements, and are causing the amended Stockholders’
Agreement and Stock Restriction and Co-Sale Agreement, and certain provisions of the amended Investor Rights Agreement, to automatically
terminate upon the completion of this offering.

      Services Agreement with ITA Software, Inc.

      On March 3, 2005, we entered into a Services Agreement with ITA, of which Mr. Cutler was a director and funds affiliated with General
Catalyst Partners were 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,
2012 through December 31, 2012, we have an estimated minimum commitment of approximately $7.0 million related to this agreement. We
are unable to estimate our calendar year 2013 minimum commitment at this time.

      Legal Services

      Katten Muchin Rosenman LLP, a law firm of which our General Counsel’s spouse is a corporate partner, billed us an aggregate of $6,520
for legal services provided to us by various employment, bankruptcy & antitrust attorneys during the three months ended March 31, 2012 and
an aggregate amount of $850,920 for legal services provided to us during the period commencing on January 1, 2009 and ending on June 30,
2012.

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, which prohibits our
amended and restated certificate of incorporation from limiting the liability of our directors for the following: (i) any breach of the director’s
duty of loyalty to us or to our stockholders; (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing
violation of law; (iii) under Section 174 of the Delaware General Corporation Law; and (iv) transactions from which the director derived
improper personal benefit. 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. We
have purchased

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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 in effect 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 has adopted a written policy, to be effective upon the completion of this offering, 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 party, has a direct or indirect
interest.

       If a related party proposes to enter into such a transaction, arrangement or relationship, which we refer to as a related party transaction,
the related party must report the proposed related party transaction to the chairperson of our nominating and governance committee.
Additionally, under the policy, we will solicit this information from directors, executive officers and 5% stockholders via annual
questionnaires. The policy calls for the proposed related party transaction to be reviewed and, if deemed appropriate, approved by the
nominating and 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 governance committee will review and, in its discretion, may
ratify the related party transaction. Any related party transactions that are ongoing in nature will be reviewed annually and the nominating and
governance committee may establish guidelines for our management to follow its ongoing dealings with the related party.

      A related party transaction reviewed under the policy will be considered approved or ratified if it is authorized by the nominating and
governance committee after full disclosure of the related party’s interest in the transaction. The written policy also provides for the standing
pre-approval of certain related party transactions, such as the employment compensation of executive officers, director compensation and
certain charitable contributions, among other things. The policy includes 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 governance committee or, if it
is not practicable for us to wait until the next nominating and governance committee meeting, by the chairperson of such committee.

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                                                                  PRINCIPAL STOCKHOLDERS

     The following table sets forth certain information regarding the beneficial ownership of our common stock as of June 30, 2012 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; and

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

     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 and voting power prior to the offering is based on 33,864,565 shares of common stock outstanding on
June 30, 2012, assuming for purposes of this table that all outstanding shares of our convertible preferred stock have been converted to
common stock. For purposes of the table below, with respect to applicable percentage ownership and voting power after this offering we have
assumed that all outstanding shares of our common stock and our convertible preferred stock have been converted to Class B common stock,
that 33,864,565 shares of Class B common stock will be outstanding upon completion of the offering and, based on an assumed initial public
offering price of $23.50 per share, the midpoint of the initial public offering price range set forth on the cover of this prospectus, that 1,192,807
shares of Class A common stock are issued pursuant to the automatic adjustment. None of the stockholders included in the table below
beneficially owned any shares of Class A common stock prior to this 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 June 30, 2012 and, with respect to shares beneficially owned
after this offering, we included shares issuable upon exercise of the private placement purchase rights. We did not deem these shares
outstanding, however, for the purpose of computing the percentage ownership of any other person.
                                                                                      Shares Beneficially                            Shares Beneficially
                                                                                       Owned After this                               Owned After this
                                        Shares Beneficially                      Offering and the Concurrent                   Offering and the Concurrent
                                       Owned Prior to this                       Private Placements Assuming                 Private Placements Assuming Full
  Name and Address of              Offering and the Concurrent                       No Exercise of Over-                             Exercise of Over-
   Beneficial Owner                    Private Placements                              Allotment Option                               Allotment Option
                                                                 % Total                                       % Total                                          % Total
                                                                  Voting                                        Voting                                           Voting
                          Number                     Percent     Power**     Number             Percent        Power**     Number              Percent          Power**
5% Stockholders:
General Catalyst
  Partners                10,146,960 (1)               29.96 %     29.96 %   10,434,385           27.06 %        29.64 %   10,434,385            26.70 %          29.59 %
Sequoia Capital            6,000,797 (2)               17.72 %     17.72 %    6,288,221           16.31 %        17.56 %    6,288,221            16.09 %          17.53 %
Accel Funds                4,797,286 (3)               14.17 %     14.17 %    4,869,141           12.63 %        13.99 %    4,869,141            12.46 %          13.97 %
Oak Investment
  Partners                 3,585,272 (4)               10.59 %     10.59 %    4,139,330           10.67 %        10.60 %    4,139,330            10.53 %          10.58 %
Directors and
  Named Executive
  Officers:
Daniel Stephen
  Hafner                   2,358,698 (5)(6)(7)          6.94 %      6.94 %    2,358,698            6.10 %         6.84 %    2,358,698             6.02 %           6.83 %
Paul M. English            3,045,828 (5) (8)(9)         8.96 %      8.96 %    3,045,828            7.87 %         8.87 %    3,045,828             7.77 %           8.86 %
Joel E. Cutler            10,146,960 (1)               29.96 %     29.96 %   10,434,385           27.06 %        29.64 %   10,434,385            26.70 %          29.59 %
Michael Moritz             6,000,797 (2)               17.72 %     17.72 %    6,288,221           16.31 %        17.56 %    6,288,221            16.09 %          17.53 %
Hendrik W. Nelis           4,797,286 (3)               14.17 %     14.17 %    4,869,141           12.63 %        13.99 %    4,869,141            12.46 %          13.97 %

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                                                                                         Shares Beneficially                             Shares Beneficially
                                                                                          Owned After this                                Owned After this
                                         Shares Beneficially                        Offering and the Concurrent                     Offering and the Concurrent
                                        Owned Prior to this                         Private Placements Assuming                     Private Placements Assuming
     Name and Address of            Offering and the Concurrent                         No Exercise of Over-                            Full Exercise of Over-
      Beneficial Owner                  Private Placements                                Allotment Option                                Allotment Option
                                                                  % Total                                         % Total                                         % Total
                                                                   Voting                                          Voting                                          Voting
                                Number             Percent        Power**       Number             Percent        Power**       Number             Percent        Power**
                                             (5)
Terrell B. Jones
                                   291,500                   *         *          291,500                    *              *      291,500                   *              *
Brian H. Sharples                      —                —             —               —                 —             —                —                —             —
Gregory S. Stanger                     —                —             —               —                 —             —                —                —             —
Willard H. Smith                    50,000                   *         *           50,000                    *              *       50,000                   *              *
                                             (5)
Melissa H. Reiter
                                    97,498                   *              *       97,498                   *              *       97,498                   *              *
                                             (5)
Karen Ruzic Klein
                                   186,550                   *              *     186,550                    *              *      186,550                   *              *
                                             (5)
Robert M. Birge
                                   206,259                   *         *          206,259                    *              *      206,259                   *              *
Karen Clemens                          —                —             —               —                 —             —                —                —             —
All executive officers
  and directors as a
  group (18 individuals)        28,603,133            79.13 %       79.13 %     29,249,837           71.62 %        78.29 %     29,249,837           70.71 %        78.18 %


              *        Indicates ownership of less than one percent.
             **        Percentage total voting power represents voting power with respect to all shares of our Class A and Class B common stock,
                       voting as a single class. Each holder of Class B common stock shall be entitled to ten votes per share of Class B common
                       stock and each holder of Class A common stock shall be entitled to one vote per share of Class A common stock on all
                       matters submitted to our stockholders for a vote. The Class A common stock and Class B common stock vote together as a
                       single class on all matters submitted to a vote of our stockholders, except as may otherwise be required by law. The Class B
                       common stock is convertible at any time by the holder into shares of Class A common stock on a share-for-share basis.

             (1)       Prior to the completion of the offering, 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 L.P.; and
                         •     513,424 shares held by General Catalyst Group V, L.P.
                       Upon completion of the offering and the issuance of shares of Class A common stock pursuant to the automatic adjustment,
                       includes an additional 287,425 shares of Class A common stock as follows:
                         •     1,306 shares held by GC Entrepreneurs Fund II, L.P.
                         •     1,254 shares held by GC Entrepreneurs Fund III, L.P.
                         •     4,408 shares held by GC Entrepreneurs Fund V, LP
                         •     34,622 shares held by General Catalyst Group II, L.P.
                         •     34,674 shares held by General Catalyst Group III, L.P.
                         •     140,774 shares held by General Catalyst Group V Supplemental, LP; and
                         •     70,387 shares held by General Catalyst Group V, LP

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                    Each of David Fialkow, David Orfao, John Simon and Joel Cutler, our director, is a Managing Director of General Catalyst
                    GP II, LLC, General Catalyst GP III, LLC and General Catalyst GP V, LLC and may be deemed to share voting and
                    dispositive power over the shares held of record by General Catalyst Group II, L.P., General Catalyst Group III, L.P., General
                    Catalyst Group V, L.P., General Catalyst Group V Supplemental, L.P., GC Entrepreneurs Fund II, L.P., GC Entrepreneurs
                    Fund III, L.P., and GC Entrepreneurs Fund V, L.P. Each of the Managing Directors disclaims beneficial ownership of any
                    such shares except to the extent of his proportionate pecuniary interest therein. The address for Mr. Cutler and General
                    Catalyst Partners is 20 Cambridge Road, 4th Floor, Cambridge, MA 02138.

           (2)      Prior to completion of the offering, 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
                       •    343,224 shares held by Sequoia Capital XI Principals Fund; and
                       •    99,657 shares held by Sequoia Technology Partners XI
                    Upon completion of the offering and the issuance of shares of Class A common stock pursuant to the automatic adjustment,
                    includes an additional 287,424 shares of Class A common stock as follows:
                       •    270,495 shares held by Sequoia Capital Growth Fund III
                       •    13,969 shares held by Sequoia Capital Growth III Principals Fund; and
                       •    2,960 shares held by Sequoia Capital Growth Partners III
                    SCGF III Management, LLC is the managing member of Sequoia Capital Growth Fund III, Sequoia Capital Growth Partners
                    III and Sequoia Capital Growth III Principals Fund and has sole voting and investment power. SCXI Management, LLC is
                    the managing member of Sequoia Capital XI, Sequoia Capital XI Principals Fund and Sequoia Technology Partners XI and
                    has sole voting and investment power. Voting and investment power over the shares beneficially owned by SCGF III
                    Management, LLC is shared by Michael Moritz, our director, Roelof Botha, James Goetz, Douglas Leone, Scott Carter, and
                    Mike Goguen, its managing members. Voting and investment power over the shares beneficially owned by SCXI
                    Management, LLC is shared by Michael Moritz, our director, and Douglas Leone, and Mike Goguen, its managing members.
                    The managing members disclaim beneficial ownership of such shares except to the extent of their respective proportionate
                    pecuniary interests therein. The address for Mr. Moritz and Sequoia Capital is 3000 Sand Hill Road, 4-250, Menlo Park, CA
                    94025.

           (3)      Prior to completion of the offering, consists of 4,797,286 shares of our common stock, representing 217,136 shares of
                    outstanding common stock and 4,580,150 shares of common stock pursuant to the conversion of:
                      •     400,000 shares of Series A convertible preferred stock;
                      •     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:
                      •     4,698,942 shares held by Accel London II, L.P.; and

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                      •     98,344 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”)
                    Upon completion of the offering and the issuance of shares of Class A common stock pursuant to the automatic adjustment,
                    includes an additional 71,855 shares of Class A common stock as follows:
                      •     70,382 shares held by Accel London II L.P.
                      •     1,473 shares held by Accel London Investors 2006 L.P.
                    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)      Prior to completion of the offering, consists of 3,585,272 shares of our common stock held by Oak Investment Partners XII,
                    LP, representing 717,797 shares of outstanding common stock and 2,867,475 shares of common stock pursuant to the
                    conversion of:
                      •     375,000 shares of Series A convertible preferred stock;
                      •     96,417 shares of Series A-1 convertible preferred stock;
                      •     225,000 shares of Series B-1 convertible preferred stock; and
                      •     2,171,058 shares of Series D convertible preferred stock.
                    Upon completion of the offering and the issuance of shares of Class A common stock pursuant to the automatic adjustment,
                    includes an additional 323,349 shares of Class A common stock held by Oak Investment Partners XII, LP.
                    Oak Investment Partners XII, LP, a Delaware limited partnership, is controlled by Oak Associates XII, LLC, its General
                    Partner. Voting and dispositive power over the shares held of record by Oak Investment Partners XII, LP may be deemed to
                    be held by Bandel L. Carano, Edward F. Glassmeyer, Frederic W. Harman, Ann H. Lamont and Iftikar A. Ahmed, managing
                    members of Oak Associates XII, LLC. The managing members disclaim beneficial ownership of the shares held by Oak
                    Investment Partners XII, LP except to the extent of their respective proportionate pecuniary interests therein. The principal
                    address for Oak Investment Partners XII, LP is One Gorham Island, Westport, Connecticut 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 June 30, 2012, or that will become exercisable within 60 days after
                    that date:
                          Name                                                                          Number of Shares
                          Daniel Stephen Hafner                                                                 129,166
                          Paul M. English                                                                       129,166
                          Terrell B. Jones                                                                      281,500
                          Melissa H. Reiter                                                                      97,498
                          Karen Ruzic Klein                                                                     182,916
                          Robert M. Birge                                                                       179,373

                    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.

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           (6)      Includes 1,627,265 shares of our common stock beneficially owned by Mr. Hafner as follows:
                      •    398,591 shares of outstanding common stock, and 603,674 shares of common stock pursuant to the conversion of:
                           175,000 shares of Series A convertible preferred stock, 161,390 shares of Series B convertible preferred stock and
                           267,284 shares of Series B-1 convertible preferred stock held directly by Mr. Hafner;
                      •    500,000 shares of common stock held by 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 602,267 shares over which Mr. Hafner has limited voting power pursuant to a voting agreement and proxy dated
                    April 13, 2011. These shares are composed of 398,591 shares of outstanding common stock and 203,676 shares of common
                    stock pursuant to the conversion of 161,391 shares of Series B convertible preferred stock and 42,285 shares of Series B-1
                    convertible preferred stock. Mr. Hafner disclaims beneficial ownership of such shares.

           (8)      Includes 1,894,534 shares beneficially owned by Mr. English as follows:
                      •    198,015 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;
                      •    100,000 shares of common stock held by Paul M. English, as trustee for The Paul M. English 2007 Irrevocable Family
                           Trust, which beneficial ownership Mr. English disclaims;
                      •    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.
                      •    161,084 shares of common stock held by a trust for the benefit of Mr. English’s minor child living in Mr. English’s
                           household; Mr. English is not the trustee or beneficiary of such trust and disclaims beneficial ownership of such
                           shares.

           (9)      Includes 1,022,128 shares over which Mr. English has sole voting power pursuant to a proxy dated November 5, 2010. These
                    shares are composed of 418,453 shares of outstanding common stock, and 603,675 shares of common stock pursuant to the
                    conversion of 175,000 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 are 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

       Prior to this offering, we had one class of common stock outstanding. In accordance with the terms of our amended and restated
certificate of incorporation, which will become effective prior to the consummation of this offering, each share of our outstanding common
stock will be reclassified automatically upon closing of the offering and without any action on the part of the holders of those shares into one
share of our Class B common stock. In addition, immediately prior to the consummation of this offering, we will increase our total authorized
number of shares of capital stock, and amend our current amended and restated certificate of incorporation and amended and restated by-laws
as described below. Except where otherwise noted, the description of the terms of our charter documents below reflects the terms of those
documents as they will be following the reclassification.

      Upon completion of this offering, our authorized capital stock will consist of 150,000,000 shares of Class A common stock, $0.001 par
value per share, 50,000,000 shares of Class B common stock, $0.001 par value per share, and 5,000,000 shares of undesignated preferred stock,
$0.001 par value per share. Immediately following the completion of this offering, based on an assumed initial public offering price of $23.50
per share, the midpoint of the price range set forth on the cover of this prospectus, there are expected to be 4,692,807 shares of Class A
common stock outstanding, including 1,192,807 shares of our Class A common stock issuable pursuant to the automatic adjustment described
under “Concurrent Private Placements,” 33,864,565 shares of Class B common stock outstanding, and no shares of preferred stock outstanding.

      As of June 30, 2012, and assuming the conversion of all outstanding convertible preferred stock into Class B common stock and the
conversion of all outstanding warrants into warrants for Class B common stock, which will occur immediately prior to completion of this
offering, there were outstanding:

      •      zero shares of our Class A common stock;

      •      33,864,565 shares of our Class B common stock held by approximately 135 stockholders of record;

      •      9,241,992 shares of our Class B common stock issuable upon exercise of outstanding stock options; and

      •      103,904 shares of our Class B common stock issuable upon exercise of the warrants described above.

      Upon completion of this offering, we will no longer issue shares of our Class B common stock except in limited circumstances as
described in our amended and restated certificate of incorporation to be in effect at that time.

Common Stock

      Voting Rights

      Holders of our Class A common stock are entitled to one vote per share and holders of our Class B common stock are entitled to ten votes
per share. Holders of shares of Class A common stock and Class B common stock

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will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise
required by law. Delaware law could require either our Class A common stock or Class B common stock to vote separately as a single class in
the following circumstances:

      •      If we amended our certificate of incorporation to increase the authorized shares of a class of stock, or to increase or decrease the
             par value of a class of stock, then that class would be required to vote separately to approve the proposed amendment.

      •      If we amended our certificate of incorporation in a manner that altered or changed the powers, preferences or special rights of a
             class of stock in a manner that affects them adversely then that class would be required to vote separately to approve the proposed
             amendment.

      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, meaning directors receiving the highest number of affirmative votes cast are elected. 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.

      Conversion

      Our Class A common stock is not convertible into any other shares of our capital stock.

      Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In
addition, each share of Class B common stock shall convert automatically into one share of Class A common stock upon any transfer, whether
or not for value, except for certain transfers described in our amended and restated certificate of incorporation, including the following:

      •      Transfers to or between Daniel Stephen Hafner and Paul English, our founders.

      •      Transfers for certain tax and estate planning purposes, including to trusts, corporations and partnerships controlled by a holder of
             Class B common stock.

    The death of any holder of Class B common stock who is a natural person will result in the conversion of his or her shares of Class B
common stock to Class A common stock.

      All authorized shares of Class B common stock shall automatically convert to Class A common stock on the seven-year anniversary date
of completion of this offering. Once transferred and converted into Class A common stock, the Class B common stock shall not be reissued. No
class of common stock may be subdivided or combined unless the other class of common stock concurrently is subdivided or combined in the
same proportion and in the same manner.

      Dividends

      Holders of our Class A common stock and Class B 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 Class A common stock and Class B common stock would be
entitled to receive proportionately all assets available for distribution to

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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 Class A common stock and Class B common stock will have no preemptive, subscription, conversion or other rights, and
there are no redemption or sinking fund provisions applicable to our Class A common stock or Class B 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.

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 5,000,000 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 that could dilute the voting power or rights of holders of our Class A common stock and
Class B common stock.

      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 and Other Purchase Rights

      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 Class B 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 Class A common stock issuable upon exercise of the warrants is
greater than the warrant exercise price, the warrants will automatically convert into a number of shares of our Class B common stock
determined by dividing the fair market value of our Class A 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.

       In addition, as further described in the section of this prospectus titled “Concurrent Private Placements,” if our initial public offering price
is less than $31.09 per share, certain existing stockholders have purchase rights to acquire from us, at the initial public offering price, up to
approximately $9.2 million of our Class A common stock. We refer to these rights as the private placement purchase rights. These rights must
be exercised, if at all, within five business days of the date on which we consummate the initial public offering. We will receive the full
proceeds of any shares purchased in this private placement, and will not pay any underwriting discounts or commissions on these shares.

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

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expense, subject to certain limitations. The stockholders who are a party to the Investor Rights Agreement will hold an aggregate of
approximately 32,564,766 shares, or approximately 84.5%, 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—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.

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

      Dual Class Stock . As described above in “—Common Stock—Voting Rights,” our amended and restated certificate of incorporation
provides for a dual class common stock structure, which provides our founders, current investors, executives and employees with significant
influence over all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a
merger or other sale of our company or its assets.

      Vacancies . Our amended and restated certificate of incorporation and amended and restated bylaws will also provide that vacancies
occurring on our board of directors for any reason and newly created directorships resulting from an increase in the authorized number of
directors may be filled only by vote of a majority of the remaining members of our board of directors.

     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 a majority of our board of directors, the chairperson of the board of directors or the 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

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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.

      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

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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 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 is filed 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 Class A common stock will be Computershare Trust Company, N.A.

Listing

      We applied to list our Class A common stock on the NASDAQ Global Select Market under the trading symbol “KYAK.”

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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% and is scheduled
to increase to 31% in 2013. 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 that you timely furnish the required information.

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, 2013 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. These
withholding taxes would be imposed on dividends paid on our common stock after December 31, 2013, and on gross proceeds from sales or
other dispositions of our common stock after December 31, 2014. 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 Class A common stock, including shares issued upon conversion of outstanding Class B common
stock or 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 Class A 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 June 30, 2012, upon completion of this offering and the concurrent
private placements, 38,557,372 shares of common stock will be outstanding (assuming no options or warrants are exercised, including the
underwriters’ over-allotment option and no exercise of the private placement purchase rights). All of the shares of Class A common stock sold
in this offering will be freely tradable unless purchased by our affiliates. The remaining 35,057,372 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 one percent number will equal approximately
             385,573 shares immediately after the completion of this offering; and

      •      the average weekly trading volume of such Class A common stock on the NASDAQ Global Select Market 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, all directors and officers and certain holders of our outstanding stock, stock options and other equity
awards that hold 90.5% of the outstanding shares of our common stock after the offering (including the shares issuable pursuant to the
automatic adjustment based on an assumed initial public offering price of $23.50 per share) 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. In
addition, if any shares are issued pursuant to the private placement purchase rights, such shares shall also be subject to the lock-up agreement
described above.

    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—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 2012 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. LLC and Deutsche Bank Securities Inc., are acting as representatives, have severally agreed to
purchase, and we have agreed to sell to them, severally, the number of shares indicated below:
                                                        Name                                                 Number of Shares
                    Morgan Stanley & Co. LLC
                    Deutsche Bank Securities Inc.
                    Piper Jaffray & Co.
                    Stifel, Nicolaus & Company, Incorporated
                    Pacific Crest Securities LLC
                             Total                                                                                  3,500,000


      The underwriters and the representatives are collectively referred to as the “underwriters” and the “representatives,” respectively. The
underwriters are offering the shares of Class A common stock subject to their acceptance of the shares from us 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 Class A
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 Class A 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 Class A 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 Class A common stock, the offering price
and other selling terms may from time to time be varied by the representatives.

     We granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of
525,000 additional shares of Class A 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 Class A 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 Class A
common stock as the number listed next to the underwriter’s name in the preceding table bears to the total number of shares of Class A
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. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to an
additional 525,000 shares of Class A common stock from us.
                                                                          Per Share                                             Total
                                                            Without                       With                 Without                      With
                                                         Over-allotment               Over-allotment        Over-allotment              Over-allotment
Public offering price
Underwriting discounts and commissions to
  be paid
  by us
Proceeds, before expenses, to us

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     The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately $3.0 million.
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
Class A common stock offered by them.

      We applied to list our Class A common stock on the NASDAQ Global Select Market under the trading symbol “KYAK.”

      We, all directors and officers and certain holders of our outstanding stock, stock options and other equity awards that hold 90.5% of the
outstanding shares of our common stock after the offering (including the shares issuable pursuant to the automatic adjustment based on an
assumed initial public offering price of $23.50 per share) 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, if any shares are issued pursuant to the private placement purchase rights, such shares shall also be subject to the lock-up agreement
described above. Also, 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

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             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) and certain subsequent transfers by such family member 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 Class A common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise
affect the price of the Class A common stock. Specifically, the underwriters may

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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 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 Class A
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 Class A common stock in the open market to stabilize the price
of the Class A 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 Class A common stock
above independent market levels or prevent or retard a decline in the market price of the Class A common stock. The underwriters are not
required to engage in these activities and may end any of these activities at any time.

      We 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 Class A 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 performed 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 Class A 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, a “Relevant
Member State”) an offer to the public of any shares of our Class A common stock may not be made in that Relevant Member State, except that
an offer to the public in that Relevant Member State of any shares of our Class A common stock may be made at any time under the following
exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

      (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

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      (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150,
natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive,
subject to obtaining the prior consent of the representatives for any such offer; or

     (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares of our
common stock shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus
Directive.

      For the purposes of this provision, the expression an “offer to the public” in relation to any shares of our Class A common stock in any
Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any
shares of our Class A common stock to be offered so as to enable an investor to decide to purchase any shares of our Class A common stock, as
the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression
“Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and the
expression “2010 PD Amending Directive” means Directive 2010/73/EU.

United Kingdom

      Each underwriter has represented and agreed that:

      (a) 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 FSMA) received by it in connection with the issue or sale
of the shares of our Class A common stock in circumstances in which Section 21(1) of the FSMA does not apply to us; and

      (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the
shares of our Class A common stock in, from or otherwise involving the United Kingdom.

Switzerland

       The shares of Class A common stock may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange
(“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the
disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for
listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in
Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly
distributed or otherwise made publicly available in Switzerland.

      Neither this document nor any other offering or marketing material relating to the offering, the Company or the shares of Class A
common stock have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with,
and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority, or FINMA, and the offer of shares has not
been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or CISA. The investor protection afforded to
acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

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                                                 CONCURRENT PRIVATE PLACEMENTS

      Pursuant to the Election and Amendment Agreement, as further described in the section titled “Certain Relationships and Related Party
Transactions—Related Party Transactions—Election and Amendment Agreement,” in exchange for certain elections, waivers, consents and
amendments from certain of our existing stockholders, or the eligible holders, which ensure that the capital structure that we have described
under “Description of Capital Stock” will be achieved by this offering, we granted certain of the eligible holders the right to purchase from us
up to approximately $9.2 million of Class A common stock at the initial public offering price. We refer to these as the private placement
purchase rights. The private placement purchase rights must be exercised, if at all, within five business days after the closing of this initial
public offering; furthermore, the private placement purchase rights will not apply if our initial public offering price equals or exceeds $31.09
per share.

      Based on an assumed initial public offering price of $23.50 per share, which is the midpoint of the initial public offering price range set
forth on the cover of the prospectus, we would issue an aggregate of 389,643 additional Class A common shares and receive approximately
$9.2 million in gross proceeds, if each eligible holder with private placement purchase rights exercised them in full.

      As further consideration for such elections, waivers, consents and amendments of the eligible holders under the Election and Amendment
Agreement, we also agreed that we will issue to the eligible holders additional shares of Class A common stock if our initial public offering
price is less than $27.00 per share. In such event, the total number of additional shares will be calculated by taking the amount by which $27.00
exceeds the initial public offering price per share, dividing that excess amount by the initial public offering price per share and, finally,
multiplying the result by 8,008,842, which is the number of shares of Series D preferred stock held by the eligible holders. We refer to this as
the automatic adjustment. Any additional shares of Class A common stock issued pursuant to the automatic adjustment will be issued in
consideration for the receipt of certain elections, waivers, consents and amendments agreed to by the eligible holders, but for no additional cash
consideration. We would potentially recognize a charge as a deemed dividend at the time of the conversion of the Series D preferred stock
issued pursuant to the private placement purchase rights and the automatic adjustment, if we determine such a charge is required to be recorded,
as described in “Note 19—Subsequent Events (unaudited)” to our consolidated financial statements appearing elsewhere in this document.

     Based on an assumed initial public offering price of $23.50 per share, which is the midpoint of the range set forth on the cover of the
prospectus, we would issue an aggregate of 1,192,807 additional shares of Class A common stock pursuant to the automatic adjustment.

      We will not pay any underwriting discounts or commissions on the shares issued in these concurrent private placements.

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      Throughout this prospectus we provide information assuming that the initial public offering price per share of Class A common stock in
this offering is $23.50, which is the midpoint of the price range set forth on the cover page of this prospectus. However, as described above, the
number of shares issuable pursuant to the concurrent private placements will change if the initial public offering price per share in this offering
differs from the midpoint of the estimated price range. The following table sets forth various prices per share below, within and above the price
range set forth on the cover page of this prospectus, and illustrates the impact of such deviations on the number of shares which are issuable
pursuant to the concurrent private placements. This table is for illustrative purposes only, and the actual initial offering price per share in this
offering might not match any of the example prices per share set forth below and may be more or less than any of the prices per share set forth
below. The information in the table assumes full exercise of the private placement purchase rights and no exercise of the underwriters’
over-allotment option.
                                                                         Initial Public Offering Price per Share
                                                                                of Class A Common Stock
                                                                   (in thousands, except share and per share amounts)
                                  $          21.50        $         22.50           $            23.50           $          24.50      $       25.50
Private placement purchase
  rights shares                           425,889                 406,960                     389,643                     373,739            359,083
Automatic adjustment
  shares                                2,048,773               1,601,769                   1,192,807                     817,229            471,110
Total shares subject to
  concurrent private
  placements                            2,474,662               2,008,729                   1,582,450                    1,190,968           830,193
Total common stock
  outstanding after this
  offering, assuming full
  exercise of private
  placement purchase rights
  shares                               39,839,227             39,373,294                  38,947,015                    38,555,533         38,194,758
Concurrent private
  placement shares as a
  percentage of total
  common stock
  outstanding after this
  offering                                     6.2 %                   5.1 %                        4.1 %                      3.1 %              2.2 %

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                                                              LEGAL MATTERS

     The validity of the shares of our Class A 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, 2010, and December 31,
2011, and for each of the three years in the period ended December 31, 2011, 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.

      This prospectus includes references to a March 2012 market research study conducted by TNS Custom Research, Inc. TNS Custom
Research, Inc. received a flat rate fee from us for completion of this study. TNS Custom Research, Inc. does not have any interest in the
securities of KAYAK.

                                        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 Class A 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 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 .

                                                                       140
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                                               KAYAK SOFTWARE CORPORATION

                                     I NDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                                                                            Page
Report of Independent Registered Public Accounting Firm                                                                       F-2
Consolidated Balance Sheets as of December 31, 2010 and 2011 and March 31, 2012 (unaudited)                                   F-3
Consolidated Statements of Operations for the Years Ended December 31, 2009, 2010 and 2011 and the Three Months Ended
  March 31, 2011 and March 31, 2012 (unaudited)                                                                               F-4
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2009, 2010 and 2011 and the
  Three Months Ended March 31, 2011 and March 31, 2012 (unaudited)                                                            F-5
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2009, 2010 and 2011
  and the Three Months Ended March 31, 2012 (unaudited)                                                                       F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2009, 2010 and 2011 and the Three Months Ended
  March 31, 2011 and March 31, 2012 (unaudited)                                                                               F-7
Notes to Consolidated Financial Statements                                                                                    F-8
Financial Statement Schedule:
Schedule II - Consolidated Valuation and Qualifying Accounts                                                                 F-34

                                                                  F-1
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                                         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 comprehensive income,
of changes in stockholders deficit and of cash flows present fairly, in all material respects, the financial position of KAYAK Software
Corporation and its subsidiaries at December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the three
years in the period ended December 31, 2011 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 audit 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/ PricewaterhouseCooper LLP
Stamford, CT
March 9, 2012, except for the change in the presentation of comprehensive income, discussed in Note 2 to the consolidated financial
statements, as to which the date is May 7, 2012.

                                                                     F-2
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                                                                KAYAK Software Corporation and Subsidiaries

                                                                         Consolidated Balance Sheets
                                                              (In thousands, except share and per share amounts)
                                                                                                                                                                     Pro forma at
                                                                                                                            December 31,             March 31,        March 31,
                                                                                                                         2010          2011           2012              2012 (1)
                                                                                                                                                             (unaudited)
Assets
Current assets
      Cash and cash equivalents                                                                                      $    34,966     $    35,127     $    35,385   $        35,385
      Marketable securities                                                                                                4,362          11,198           8,522             8,522
      Accounts receivable, net of allowance for doubtful accounts of $1,804, $3,581 and $4,314 at December 31,
          2010 and 2011 and March 31, 2012, respectively                                                                  30,213          37,332          54,020            54,020
      Deferred tax asset                                                                                                   3,685           2,212           2,212             2,212
      Prepaid expenses and other current assets                                                                            5,009           5,425           4,952             4,952

               Total current assets                                                                                       78,235          91,294         105,091           105,091

Property and equipment, net                                                                                                3,434           5,474           5,334             5,334
Intangible assets, net                                                                                                    32,719          17,684          16,690            16,690
Goodwill                                                                                                                 152,164         155,677         156,129           156,129
Deferred tax asset                                                                                                         3,157           7,488           8,366             8,366
Other assets                                                                                                                 198             331             338               338

Total assets                                                                                                         $ 269,907       $ 277,948       $   291,948   $       291,948


Liabilities and stockholders’ equity (deficit)
Current liabilities
      Accounts payable                                                                                               $     4,673     $     9,514     $    13,118   $        13,118
      Accrued expenses and other current liabilities                                                                      14,933          16,220          18,325            18,325

             Total current liabilities                                                                                    19,606          25,734          31,443            31,443
       Warrant liability                                                                                                   1,235           1,150           1,129             1,129
       Acquisition-related put liability                                                                                   1,262              —               —                 —
       Deferred tax liability                                                                                             12,327           4,202           4,328             4,328
       Other long-term liabilities                                                                                           178           1,092             795               795

Total liabilities                                                                                                         34,608          32,178          37,695            37,695

Redeemable convertible preferred stock
     Series A Redeemable Convertible Preferred Stock, $0.001 par value (liquidation preference of $13,101 at
        March 31, 2012); 6,600,000 shares authorized, issued and outstanding                                               9,306           9,702           9,801                —
     Series A-1 Redeemable Convertible Preferred Stock, $0.001 par value; (liquidation preference of $3,205 at
        March 31, 2012); 1,176,051 shares authorized, issued and outstanding                                               2,256           2,355           2,380                —
     Series B Redeemable Convertible Preferred Stock, $0.001 par value; (liquidation preference of $13,493 at
        March 31, 2012); 4,989,308 shares authorized, issued and outstanding                                               9,468           9,888           9,993                —
     Series B-1 Redeemable Convertible Preferred Stock, $0.001 par value (liquidation preference of $5,571 at
        March 31, 2012); 2,138,275 shares authorized, issued and outstanding                                               3,846           4,026           4,071                —
     Series C Redeemable Convertible Preferred Stock, $0.001 par value (liquidation preference of $21,294 at
        March 31, 2012); 3,897,084 shares authorized and 3,855,180 shares issued and outstanding                          14,681          15,372          15,544                —
     Series D Redeemable Convertible Preferred Stock, $.001 par value (liquidation preference of $291,629 at
        March 31, 2012); 8,075,666 shares authorized and 8,008,842 shares issued and outstanding                         196,192         206,151         208,641                —

               Total redeemable convertible preferred stock                                                              235,749         247,494         250,430                —

Commitments and contingencies (Note 10)
Stockholders’ equity (deficit)
      Common stock, $0.001 par value; 45,000,000 shares authorized, 7,380,008 shares issued and outstanding at
         December 31, 2010; 45,000,000 shares authorized, 7,025,467 shares issued and outstanding at
         December 31, 2011; 50,000,000 shares authorized; 7,037,967 shares issued and outstanding at March 31,
         2012                                                                                                                  7               7              7                 —
      Class A common stock, $0.001 par value: no shares authorized, issued and outstanding, on an actual basis (2)            —               —              —                  —
      Class B common stock, par value $0.001: no shares authorized, issued and outstanding on an actual basis;
         50,000,000 shares authorized, 33,805,623 issued and outstanding, on a pro forma basis                                —               —               —                 34
      Additional paid-in capital                                                                                          12,467           3,296           3,544           253,947
      Cumulative translation adjustment                                                                                      829            (977 )           177               177
      Accumulated earnings (deficit)                                                                                     (13,753 )        (4,050 )            95                95

               Total stockholders’ equity (deficit)                                                                         (450 )        (1,724 )         3,823           254,253

Total liabilities and stockholders’ equity (deficit)                                                                 $ 269,907       $ 277,948       $   291,948   $       291,948
(1)   The unaudited pro forma balance sheet gives effect to the conversion of all outstanding shares of our common stock and our redeemable convertible preferred stock into 33,805,623
      shares of Class B common stock upon the completion of an initial public offering.

(2)   Upon the completion of an initial public offering, we will have two classes of common stock. All existing shares will convert into Class B Common stock and shares sold in the initial
      public offering will be Class A common stock. The rights of the holders of our common stock are identical except with respect to voting and conversion rights.
                                                                See notes to consolidated financial statements

                                                                                            F-3
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                                              KAYAK Software Corporation and Subsidiaries

                                                 Consolidated Statements of Operations
                                          (In thousands, except share and per share amounts)
                                                                                                                        Three Months Ended
                                                                 Year Ended December 31,                                     March 31,
                                                2009                      2010                 2011                 2011                  2012
                                                                                                                            (unaudited)
Revenues                                  $      112,698             $     170,698         $    224,534         $     52,674       $         73,338
Cost of revenues (excludes depreciation
  and amortization)                               15,362                     15,630               18,598                4,945                    5,185
Selling, general and administrative
  expenses:
     Marketing                                    57,389                     91,721             111,018               28,457                 41,249
     Personnel                                    22,638                     29,764              40,785               10,039                 11,913
     Other general and administrative
        expenses                                    6,568                     9,967               16,400                4,217                    4,832
           Total selling, general and
             administrative expenses
             (excludes depreciation and
             amortization)                        86,595                   131,452              168,203               42,713                 57,994
Depreciation and amortization                       5,380                     6,821                8,486               2,061                     2,050
Impairment of intangible assets                        —                         —                14,980              14,980                        —
Income (loss) from operations                       5,361                    16,795               14,267              (12,025 )                  8,109
Other income (expense)
    Interest income                                   443                       107                     111                21                      21
    Interest expense                                 (322 )                      —                       —                 —                       —
    Realized gain on investment                        —                        459                      —                 —                       —
    Other income (expense)                         (1,346 )                   2,791                   2,006               611                    (196 )
           Total other income (expense)            (1,225 )                   3,357                   2,117               632                    (175 )
Income (loss) before taxes                          4,136                    20,152               16,384              (11,393 )                  7,934
Income tax expense (benefit)                       (2,776 )                  12,120                6,681               (4,479 )                  3,789
Net income (loss)                                   6,912                     8,032                   9,703            (6,914 )                  4,145
Redeemable convertible preferred stock
  dividends                                       (11,728 )                 (11,745 )            (11,745 )             (2,936 )              (2,936 )
Net income (loss) attributed to common
  stockholders                            $        (4,816 )          $       (3,713 )      $      (2,042 )      $      (9,850 )    $             1,209

Net income (loss) per common share
     Basic                                $            (0.92 )       $         (0.57 )     $          (0.28 )   $       (1.33 )    $              0.17
     Diluted                              $            (0.92 )       $         (0.57 )     $          (0.28 )   $       (1.33 )    $              0.11

Weighted average common shares
    Basic                                       5,223,187                6,463,639             7,309,202            7,397,372            7,037,280
    Diluted                                     5,223,187                6,463,639             7,309,202            7,397,372           37,331,889

Unaudited pro forma (1)
Net income per common share
     Basic                                                                                 $           0.28                        $              0.12
     Diluted                                                                               $           0.26                        $              0.11
Weighted average common shares
    Basic                                                                              34,076,818                              33,804,936
    Diluted                                                                            37,740,386                              37,331,889


(1)   The unaudited pro forma data gives effect to the conversion of all outstanding shares of our common stock and our redeemable
      convertible preferred stock into 33,805,623 shares of Class B common stock upon the completion of an initial public offering.

                                                See notes to consolidated financial statements

                                                                     F-4
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                                                KAYAK Software Corporation and Subsidiaries

                                       Consolidated Statements of Comprehensive Income (Loss)
                                                           (In thousands)
                                                                                                                     Three Months Ended
                                                                    Year Ended December 31,                               March 31,
                                                         2009                 2010                2011             2011               2012
                                                                                                                         (unaudited)
Net Income (loss)                                   $      6,912         $       8,032        $     9,703      $     (6,914 )    $       4,145
Other comprehensive income (loss), net of tax
     Foreign currency translation adjustments                   —                  829              (1,806 )         1,586               1,154
Other comprehensive income (loss)                               —                  829              (1,806 )         1,586               1,154
Total comprehensive income (loss)                   $      6,912         $       8,861        $     7,897      $     (5,328 )    $       5,299




                                                 See notes to consolidated financial statements


                                                                        F-5
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                                            KAYAK Software Corporation and Subsidiaries

                               Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
                                              (In thousands, except share amounts)
                                                                                                                               Total
                                                                    Additional         Other           Accumulated         Stockholders’
                                                                     Paid-In       Comprehensive          Equity               Equity
                                     Common Stock                    Capital       Income (Loss)         (Deficit)            (Deficit)
                                                    Amoun
                                   Shares             t
Balance, January 1, 2009           5,127,443        $   5       $           —      $            —      $   (22,945 )   $        (22,940 )
Stock option expense                      —             —                5,159                  —               —                 5,159
Issuance of common stock             229,482            —                  529                  —               —                   529
Restricted stock vesting              37,271            —                  288                  —               —                   288
Dividends on preferred stock              —             —               (5,976 )                —           (5,752 )            (11,728 )
Net income                                —             —                   —                   —            6,912                6,912
Balance, December 31, 2009         5,394,196            5                  —                    —          (21,785 )            (21,780 )
Stock option expense                      —             —               8,503                   —               —                 8,503
Issuance of common stock           1,985,812            2              13,156                   —               —                13,158
Excess tax benefits from
   stock-based compensation                 —           —               2,553                  —                —                 2,553
Dividends on preferred stock                —           —             (11,745 )                —                —               (11,745 )
Other comprehensive income                  —           —                  —                  829               —                   829
Net income                                  —           —                  —                   —             8,032                8,032
Balance, December 31, 2010         7,380,008             7             12,467                 829          (13,753 )               (450 )
Stock option expense                      —             —              12,427                  —                —                12,427
Issuance of common stock             330,678             1              2,124                  —                —                 2,125
Exercise of put options             (685,219 )          (1 )          (13,220 )                —                —               (13,221 )
Excess tax benefits from
   stock-based compensation                 —           —               1,243                 —                 —                 1,243
Dividends on preferred stock                —           —             (11,745 )               —                 —               (11,745 )
Other comprehensive loss                    —           —                  —              (1,806 )              —                (1,806 )
Net income                                  —           —                  —                  —              9,703                9,703
Balance, December 31, 2011         7,025,467        $    7      $         3,296    $          (977 )   $    (4,050 )   $          (1,724 )
Unaudited
Stock option expense                      —             —                 2,998                 —               —                  2,998
Issuance of common stock              12,500            —                   186                 —               —                    186
Excess tax benefits from
   stock-based compensation                 —           —                   —                 —                 —                     —
Dividends on preferred stock                —           —               (2,936 )              —                 —                 (2,936 )
Other comprehensive income                  —           —                   —              1,154                —                  1,154
Net income                                  —           —                   —                 —              4,145                 4,145
Balance, March 31, 2012
  (unaudited)                      7,037,967        $    7      $         3,544    $          177      $        95     $           3,823


                                             See notes to consolidated financial statements

                                                                    F-6
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                                               KAYAK Software Corporation and Subsidiaries

                                                    Consolidated Statements of Cash Flows
                                                                (In thousands)
                                                                                                                          Three Months Ended
                                                                          Year Ended December 31,                              March 31,
                                                                 2009               2010                2011            2011               2012
                                                                                                                              (unaudited)
Cash flows from operating activities
    Net income (loss)                                        $     6,912        $     8,032         $     9,703     $     (6,914 )    $       4,145
    Adjustments to reconcile net income to net cash
       from operating activities:
          Depreciation and amortization                            5,380              6,821              8,486            2,061               2,050
          Stock-based compensation expense                         5,447              8,503             12,427            3,137               2,998
          Excess tax benefits from exercise of stock
            options                                                   —                (237 )            (1,441 )            —                      —
          Deferred taxes                                          (3,925 )            7,418             (12,723 )        (7,954 )                 (878 )
          Mark to market adjustments                                 669             (2,792 )            (1,211 )          (611 )                  (21 )
          Loss on extinguishment of debt                           1,005                 —                   —               —                      —
          Gain on sale of TravelPost                                  —                (459 )                —               —                      —
          Impairment of intangible assets                             —                  —               14,980          14,980                     —
          Other                                                       (4 )               47                 120             124                     —
          Changes in assets and liabilities, net of effect
            of acquisitions:
               Accounts receivable, net                           (2,103 )          (10,794 )            (6,546 )         (7,648 )         (16,577 )
               Prepaid expenses and other current assets            (925 )           (1,238 )             1,555               67               590
               Accounts payable                                    1,658             (2,811 )             4,538            9,024             3,537
               Accrued liabilities and other liabilities          (1,498 )            9,442               3,011              223             1,662
                    Net cash from operating activities           12,616              21,932             32,899            6,489              (2,494 )

Cash flows from investing activities
    Capital expenditures                                         (2,269 )            (2,273 )            (4,260 )          (491 )              (500 )
    Proceeds from sale of property and equipment                      5                  —                   42              —                   —
    Purchase of marketable securities                            (3,254 )            (6,197 )           (25,644 )       (11,791 )            (3,329 )
    Maturities of marketable securities                          12,482               3,276              18,395           2,750               5,951
    Proceeds from sale of TravelPost                                 —                3,600                  —               —                   —
    Exercise of put options                                          —                   —              (13,221 )            —                   —
    Cash paid for business combinations, net of cash
       acquired                                                          —           (6,781 )            (9,160 )             —                     —
                    Net cash from investing activities             6,964             (8,375 )           (33,848 )         (9,532 )            2,122

Cash flows from financing activities
    Proceeds from exercise of stock options                             529             464               1,862             203                   186
    Tax benefits realized from exercise of stock options                 —              237               1,441              —                     —
    Cash paid for expenses in connection with initial
       public offering                                                —                  —               (1,494 )           (867 )                 (47 )
    Proceeds from exercise of common stock warrants                   —               1,350                  —                —                     —
    Payments on long-term debt                                   (25,268 )               —                   —                —                     —
    Loans to shareholders                                         (2,500 )               —                   —                —                     —
    Repayment of shareholder loans                                    —               3,686                  —                —                     —
                    Net cash from financing activities           (27,239 )            5,737               1,809             (664 )                139
Effect of exchange rate changes on cash and cash
  equivalents                                                        —                 (278 )             (699 )            173                491
Increase (decrease) in cash and cash equivalents                 (7,659 )            19,016                161           (3,534 )              258
Cash and cash equivalents, beginning of period                   23,609              15,950             34,966           34,966             35,127
Cash and cash equivalents, end of period                     $   15,950         $    34,966         $   35,127      $    31,432       $     35,385
Supplemental disclosures of cash flow information
Cash paid during the period for:
    Interest                                           $       532      $         —      $        —    $   —    $      —
    Income taxes                                       $     2,692      $     1,151      $    16,506   $   64   $   5,534
                                             See notes to consolidated financial statements

                                                                   F-7
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                                                KAYAK Software Corporation and Subsidiaries

                                                   Notes to Consolidated Financial Statements
                                              (In thousands, except share and per share amounts)

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, put option, stock-based compensation 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.

      The interim financial statements and footnotes are unaudited. In the opinion of the company’s management, these statements include all
adjustments, which are of a normal recurring nature, necessary to present a fair statement of the company’s results of operations, financial
position and cash flows. Interim results are not necessarily indicative of financial results for a full year. The interim information included in this
Form S-1 should be read in conjunction with the company’s 2011 annual financial statements.

      Foreign Currency Translation

       Operations outside of the United States generally use their local currency as their functional currency. Assets and liabilities for these
operations are translated at exchange rates in effect at the balance sheet date. Income and expense accounts are translated at average exchange
rates for the period. Resulting translation adjustments are recorded as a separate component of accumulated other comprehensive income.

      Segments

      We have one operating segment for financial reporting purposes: travel search.

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      Revenue Recognition

      We generate revenue through display advertisements and when we refer a user to a third-party website, either through our query results or
through advertising placements on our websites and by facilitating transactions through our websites and mobile applications. 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 in the period in which the travel was consumed.
Generally, we receive travel consumption reports from travel suppliers and OTAs on a monthly basis which report in detail travel consumed in
the immediately prior month.

     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 advertisement, regardless of whether the user clicks on the advertisement.

      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                   For the three
                                                                                  year ended                  months ended
                                                                                 December 31,                   March 31,
                                                                        2009          2010         2011     2011           2012
                                                                                                               (unaudited)
                    Customer A                                            16 %          25 %         24 %     26 %          23 %
                    Customer B                                            23 %          18 %         12 %     14 %          10 %
                    Customer C                                            13 %           8%           6%       7%            7%
                    Customer D                                                                                 8%           10 %

      Amounts due from these significant customers were:
                                                                                     At December 31,             At March 31,
                                                                                  2010               2011            2012
                                                                                                                 (unaudited)
                    Customer A                                                 $ 6,535            $ 7,354       $      11,732
                    Customer B                                                   4,846              4,242               4,724
                    Customer C                                                     740              1,045               1,992
                    Customer D                                                                                          4,537

      We believe significant customer amounts outstanding at December 31, 2011 and March 31, 2012 are collectible.

      Cost of Revenues

      Cost of revenues consists primarily of expenses incurred related to airfare query costs, data center costs and related bandwidth charges.
All costs of revenues 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.

                                                                       F-9
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      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.

      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.

      Deferred Financing Costs Related to Initial Public Offering

      As of December 31, 2011 and March 31, 2012, we had incurred $2,173 and $2,244, respectively, of legal and accounting costs related to
our initial public offering (IPO). We capitalize such costs in prepaid expense and other current assets. Upon successful completion of an IPO
these costs will be netted against the proceeds. In the event the IPO is not consummated, such costs will be expensed immediately in general
and administrative expenses.

      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
website development costs

                                                                        F-10
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of $621, $1,363 and $1,020 during the years ended December 31, 2009, 2010 and 2011, respectively, and $197 and $222 for the three months
ended March 31, 2011 and 2012 respectively. Amortization expense for software and website development costs was $466, $621 and $881 for
the years ended December 31, 2009, 2010 and 2011, respectively and $200 and $260 for the three months ended March 31, 2011 and 2012,
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. During the year ended December 31, 2011 we recorded an impairment charge of $15.0 million on trade and
domain name assets related to our decision to discontinue the sidestep.com URL. See “—Note 6—Intangible Assets” for additional description
of our impairment charge.

      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.
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.

      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 convertible 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 were
recognized in earnings in the period of change. These options expired on August 12, 2011. See “ —Note 3—Acquisitions ” for further
discussion of the our swoodoo acquisition.

      Accumulated Other Comprehensive Income

       Accumulated other comprehensive income consists of foreign currency translation adjustments. The financial statements of non-U.S.
entities are translated from their functional currencies into U.S. dollars. Assets

                                                                      F-11
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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. Interest and penalties related to income tax liabilities, if any, are included in income
tax expense. 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. Penalties and interest on uncertain tax
positions are included in income tax expense.

      Recent Accounting Pronouncements

     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 was adopted on January 1, 2011. The principle
impact from this update was expanded disclosures regarding our fair value measurements.

      In May 2011, the FASB issued amendments to fair value measurement guidance to achieve common fair value measurement and
disclosure requirements in U.S. GAAP and IFRS. The most significant changes to disclosure requirements are to disclose for recurring Level 3
fair value measurements quantitative information about unobservable inputs used, a description of the valuation process and a qualitative
discussion about the sensitivity of measurements. New disclosures are required about the use of a nonfinancial asset measured or disclosed at
fair value if its use differs from highest and best use. In addition entities must report the Level in the hierarchy of assets and liabilities not
recorded at fair value but where fair value is disclosed. The amendment is effective for our interim and annual periods beginning January 1,
2012. The principle impact will be expanded disclosure.

     In December 2010, the FASB issued guidance to clarify the acquisition date that should be used for reporting pro-forma financial
information for business combinations. If comparative financial statements are

                                                                        F-12
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presented, the pro-forma revenue and earnings of the combined entity for the comparable prior reporting period should be reported as though
the acquisition date for all business combinations that occurred during the current year had been completed as of the beginning of the
comparable prior annual reporting period. This guidance is effective for acquisitions made after December 31, 2010.

       In December 2010, the FASB issued amendments to the guidance on goodwill impairment testing. The amendments modify Step 1 of the
goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform
Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In making that determination, an entity
should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The amendments are effective for
fiscal years and interim periods beginning January 1, 2011 and are not expected to have a material impact on our consolidated financial
statements.

      In June 2011, the FASB issued amended disclosure requirements for the presentation of comprehensive income. The amended guidance
eliminates the option to present components of other comprehensive income (OCI) as part of the statement of changes in equity. Under the
amended guidance, all changes in OCI are to be presented either in a single continuous statement of comprehensive income or in two separate
but consecutive financial statements. We adopted these changes effective January 1, 2012 and applied retrospectively for all periods presented.
There was no impact to the consolidated results as the amendments related only to changes in financial statement presentation.

       In September 2011, the FASB issued amended guidance that will simplify how entities test goodwill for impairment. After an assessment
of certain qualitative factors, if it is determined to be more likely than not that the fair value of a reporting unit is less than its carrying amount,
entities must perform the quantitative analysis of the goodwill impairment test. Otherwise, the quantitative test becomes optional. The guidance
is effective January 1, 2012, with early adoption permitted. We elected to adopt this guidance for the 2011 goodwill impairment test performed
in the fourth quarter. Goodwill impairment testing did not result in any impact to our financial results.

3. Acquisitions

       On May 6, 2010, the Company acquired 100% of the outstanding share capital in swoodoo AG, a leading German travel search company,
for a total purchase price of $24,384, consisting of $6,781 in cash, net, and 825,000 shares of common stock valued at $13.00 per share on the
date of the acquisition. Pursuant to an option agreed to with the former swoodoo stockholders, we were obligated, at a holder’s request given on
or prior to August 12, 2011, to repurchase any or all of such shares owned by such holder at a price of €13.33 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. The fair value of the obligation decreased by $2,946 and $1,262 for the years ended December 31, 2010
and 2011, respectively. During 2011, $1,126 of the decrease in the liability was recorded as a gain and is included in other income (expense),
net. As of August 12, 2011, the expiration date of the option, these holders elected to sell back to the Company an aggregate of 685,219 of
these shares. As a result of the exercises of this option, the Company acquired these shares for a cash payment of approximately $13,200.

     We recognized $419 of acquisition-related expenses, for the year ended December 31, 2010 that were included in other 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.

                                                                         F-13
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      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 (1)
                           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


            (1)   The weighted average useful life of the identifiable intangible assets acquired is 8 years.

     The primary elements that generated goodwill are the value of the acquired assembled workforce, specialized processes and procedures
and operating synergies, none of which qualify as separate intangible asset.

      The pro forma impact of this acquisition on revenues and net income was immaterial.

     On April 1, 2011, the Company acquired 100% of the outstanding share capital in JaBo Vertrieb-und Entwicklung GmbH, or JaBo
Software, a leading Austrian travel search company, for a total cash purchase price of $9,160, net.

      The table below sets forth the final purchase price allocation:

                      Assets acquired:
                      Accounts receivable and other assets                                                      $     983
                      Contingent asset                                                                                230
                      Identifiable intangible assets (1)
                           Customer relationships (useful life—7 years)                                              3,200
                           Trade & domain names (useful life—10 years)                                               2,600
                           Current technology (useful life—2 years)                                                    700
                           Non-compete agreements (useful life—2 years)                                                300
                      Goodwill                                                                                       4,138
                      Total assets                                                                                  12,151
                      Liabilities assumed:
                      Deferred tax liability                                                                         1,700
                      Other liabilities                                                                              1,291
                      Total net assets acquired                                                                 $    9,160


      (1)    The weighted average useful life of the identifiable intangible assets acquired is 7 years.
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     The primary elements that generated goodwill are the value of the acquired assembled workforce, specialized processes and procedures
and operating synergies, none of which qualify as separate intangible assets.

      The pro forma impact of this acquisition on revenues and net income was immaterial.

4. Marketable Securities

      The following tables summarize the investments in marketable securities all of which are classified as held to maturity:
                                                                                                                                        March 31, 2012
                                                            December 31, 2010                 December 31, 2011                          (unaudited)
                                                                          Level 1                                                                    Level 1
                                                                             (1)                             Level 1 (1)                                (1)
                                                        Amortized           Fair          Amortized             Fair              Amortized           Fair
                                                          Cost              Value           Cost               Value                Cost              Value

Agency bonds                                            $     737       $      737        $   2,605          $    2,605          $    1,003         $ 1,003
Agency discount notes                                         750              750               —                   —                   —               —
U.S. government bonds                                         200              200               —                   —                   —               —
Non-U.S. government bonds                                     125              125               —                   —                   —               —
Certificate of deposit                                         —                —               900                 899                 900             900
Commercial paper                                            1,050            1,050            3,097               3,096               2,246           2,246
Corporate debentures/ bonds                                 1,500            1,500            4,596               4,591               4,373           4,372
Marketable securities                                   $   4,362       $ 4,362           $ 11,198           $ 11,191            $    8,522         $ 8,521


(1)   Level 1 fair values are defined as observable inputs such as quoted prices in active markets.

5. Property and Equipment

      Property and equipment consisted of the following:
                                                                              Estimated                                                            March 31,
                                                                                 Life                        December 31,                           2012
                                                                                                      2010                     2011
                                                                                                                                                 (unaudited)
Website development                                                    3 years                   $     6,795               $    5,552          $       5,773
Computer equipment                                                     3 years                         2,962                    4,172                  4,420
Leasehold improvements                                                 Life of lease                     993                    2,283                  2,301
Furniture and fixtures                                                 5 years                           419                      749                    748
Software                                                               3 years                           140                      266                    276
Vehicles                                                               5 years                           105                       53                     53
Office equipment                                                       5 years                            35                       40                     40
Property and equipment                                                                                11,449                   13,115                 13,611
Accumulated depreciation                                                                              (8,015 )                 (7,641 )               (8,277 )
Property and equipment, net                                                                      $     3,434               $    5,474          $       5,334


     Depreciation expense was $2,052, $2,202, and $1,920 for the years ended December 31, 2009, 2010 and 2011, respectively, and $426 and
$635 for the three months ended March 31, 2011 and 2012, respectively.

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6. Intangible Assets

       The following tables detail our intangible asset balances by major asset class:
                                                                                                                                                                  March 31, 2012
                                            December 31, 2010                                          December 31, 2011                                           (unaudited)
                              Gross                                    Net         Gross                                                 Net         Gross                                 Net
                             Carrying             Accumulated        Carrying     Carrying         Accumulated                         Carrying     Carrying           Accumulated       Carrying
                             Amount               Amortization       Amount       Amount           Amortization       Impairment       Amount       Amount             Amortization      Amount
Intangible asset class
   Domain and trade names    $     31,144     $           (8,230 )   $   22,914   $   33,505   $          (11,255 )   $    (14,980 )   $    7,270   $   33,744     $         (26,488 )   $    7,256
   Customer relationships           8,073                 (2,347 )        5,726       10,878               (3,826 )             —           7,052       11,114                (4,272 )        6,842
   Technology                       4,037                   (525 )        3,512        4,160               (1,287 )             —           2,873        4,179                (1,995 )        2,184
   Non-compete                        725                   (158 )          567          982                 (493 )             —             489        1,011                  (603 )          408
      agreements

  Intangible assets, net     $     43,979     $         (11,260 )    $   32,719   $   49,525   $          (16,861 )   $    (14,980 )   $   17,684   $   50,048     $         (33,358 )   $   16,690




      Amortization expense was $3,328, $4,619 and $6,566 for the years ended December 31, 2009, 2010 and 2011, respectively, and $1,635
and $1,415 for the three months ended March 31, 2011 and 2012, respectively. 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.

      In January 2011, we determined that we would not support two brand names and URLs in the United States and decided that we would
begin to migrate all traffic from sidestep.com to KAYAK.com. As a result of this triggering event, we prepared an analysis comparing expected
future discounted cash flows to be generated by the SideStep domain and tradename asset to the carrying value of the asset. Our analysis
resulted in:

        •         A charge of $14,980 due to the impairment of the value of the SideStep brand name and URL,

        •         A change in estimate that resulted in acceleration of amortization based on the estimated decline in queries directed from our
                  SideStep URL through December 2013 to reflect the gradual transition of users to the KAYAK URL.

      To determine fair value, we used an income approach, which utilized Level 3 fair value inputs as discussed below, and discounted the
expected cash flows of the intangible assets. We calculated expected cash flows, using an estimate of future revenue to be generated from the
SideStep URL offset by estimated future expenses. We applied a discount rate of 17% representing the estimated weighted average cost of
capital, which reflects the overall level of inherent risk involved in the respective operations and the rate of return an outside investor could
expect to earn.

       As of December 31, 2011, future amortization expense for the next 5 years and after is expected to be:

                           2012                                                                                                                          $       5,185
                           2013                                                                                                                                  2,513
                           2014                                                                                                                                  1,863
                           2015                                                                                                                                  1,849
                           2016                                                                                                                                  1,849
                           Thereafter                                                                                                                            4,425
                           Total                                                                                                                         $ 17,684


                                                                                                   F-16
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7. Goodwill

     Changes in the carrying amount of goodwill for the years ended December 31, 2010 and 2011 and the three months ended March 31,
2012 were as follows:

                    Balance, December 31, 2009                                                                  $ 142,982
                    Acquisition of swoodoo AG                                                                      11,144
                    Sale of TravelPost, Inc.                                                                       (2,353 )
                    Foreign currency translation                                                                      391
                    Balance, December 31, 2010                                                                      152,164
                    Acquisition of JaBo Software                                                                      4,138
                    Foreign currency translation                                                                       (625 )
                    Balance, December 31, 2011                                                                      155,677
                    Foreign currency translation (unaudited)                                                            452
                    Balance, March 31, 2012 (unaudited)                                                         $ 156,129


8. Accrued Expenses and Other Current Liabilities

      Accrued expenses and other current liabilities consisted of the following:
                                                                                        December 31,             March 31,
                                                                                 2010                  2011        2012
                                                                                                                (unaudited)
                    Accrued bonus                                            $     3,750          $     5,792   $     2,315
                    Income taxes payable                                           4,544                2,515         2,066
                    Accrued search fees                                            1,894                1,243         2,572
                    Accrued marketing                                              1,842                1,141         6,591
                    Other accrued expenses                                         2,903                5,529         4,781
                    Accrued expenses and other current liabilities           $ 14,933             $ 16,220      $    18,325


                                                                      F-17
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9. Income Taxes

      Domestic pre-tax income was $4,044, $20,636, and $11,805 for the years ended December 31, 2009, 2010 and 2011, respectively, and
domestic pre-tax income was $(12,417) and $7,108 for the three months ended March 31, 2011 and 2012, respectively. Foreign pre-tax income
(loss) was $92, $(484) and $4,579 for the years ended December 31, 2009, 2010 and 2011 respectively, and foreign pre-tax income was $1,024
and $826 for the three months ended March 31, 2011 and 2012, respectively.

      The significant components of the provision for income taxes are as follows:
                                                                                                           December 31,
                                                                                         2009                     2010                   2011

Current:
    Federal                                                                          $            141          $          3,648      $   12,665
    State                                                                                       1,008                     3,576           3,864
    Foreign                                                                                       —                         146           2,844
           Total current                                                                        1,149                     7,370          19,373
Deferred
    Federal                                                                                     (3,098 )                  3,844           (9,454 )
    State                                                                                         (827 )                  1,115           (1,495 )
    Foreign                                                                                        —                       (209 )         (1,743 )
           Total deferred                                                                       (3,925 )                  4,750          (12,692 )
Income tax expense (benefit)                                                         $          (2,776 )       $        12,120       $     6,681


      Provisions for income taxes compared with income taxes based on the federal statutory tax rate of 35% were as follows:
                                                                                                                   December 31,
                                                                                                  2009                   2010            2011
U.S. Statutory federal income tax rate                                                               35.0 %                35.0 %          35.0 %
State income taxes, net of federal benefits                                                          15.8 %                 8.3 %           7.2 %
Compensation related to incentive stock options                                                      27.0 %                 7.1 %           6.0 %
Gain on sale of TravelPost                                                                            —                     4.4 %           — %
Mark-to-market adjustments                                                                            5.7 %                (4.8 )%         (2.6 )%
Change to valuation allowance                                                                      (149.1 )%                8.0 %           — %
Foreign Rate Differential                                                                             —                     —              (2.7 )%
Other                                                                                                (1.5 )%                2.1 %          (2.1 )%
Effective income tax rate                                                                           (67.1 )%               60.1 %          40.8 %


                                                                     F-18
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      Significant components of deferred tax assets and (liabilities) at December 31, 2010 and 2011 were as follows:
                                                                                                                          December 31,
                                                                                                                   2010                      2011
Deferred tax assets:
    Net operating loss carryforward                                                                            $     4,780               $    4,037
    Accruals and reserves                                                                                              849                    1,633
    Stock compensation                                                                                               2,977                    6,431
    Tax credits                                                                                                         —                        21
     Total gross deferred tax assets                                                                                 8,606                   12,122
     Valuation allowance                                                                                            (1,617 )                 (1,627 )
           Total deferred tax assets                                                                                 6,989                   10,495
Deferred tax liabilities:
    Depreciation and amortization                                                                                  (12,474 )                 (4,997 )
Net deferred tax asset (liability)                                                                             $    (5,485 )             $    5,498


      At December 31, 2011, we had approximately $6,038 and $33,872 of federal and state tax NOLs, respectively, that expire beginning in
2021 and 2015, respectively. This includes the effect of Section 382 limitations on our federal NOL due to certain ownership changes in prior
years. We had approximately $464 of tax credits at December 31, 2010 which are not included in the above deferred tax schedule. The credits
were fully utilized in 2011 and the tax benefit was recorded in additional paid in capital.

      During the year ended December 31, 2010, we recorded a valuation allowance against our California net operating losses and credits. The
decision to record this valuation allowance was based on our decision to reduce our physical presence in California. It is therefore more likely
than not that these losses and credits will expire without being utilized against future taxable income. There was no significant change to our
valuation allowance during 2011.

       We have not recorded U.S. income and foreign withholding tax liabilities on the unremitted earnings of our foreign subsidiaries, because
we intend to permanently reinvest those earnings. The amount of unremitted earnings at December 31, 2011, for which U.S. income and
foreign withholding tax liabilities have not been provided, is approximately $3,600. At this time, determination of the amount of unrecognized
tax liabilities is not practicable.

     We had gross unrecognized tax benefit increases of $231, $282 and $327 during 2009, 2010 and 2011, respectively. During the three
months ended March 31, 2012, we incurred gross unrecognized tax benefit reductions of $318. The total gross unrecognized tax benefit was
$513 and $840 at December 31, 2010 and 2011, respectively. The total gross unrecognized tax benefit at March 31, 2012 was $522
(unaudited).

      All of the unrecognized tax benefits, if recognized, would impact our effective tax rate. 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. The Commonwealth of Massachusetts commenced an audit of
our 2007 and 2008 income tax returns during the first quarter of 2011. We believe we have adequately reserved for all uncertain tax positions.
Our assessment relies on estimates and assumptions and a series of complex judgments about future events.

                                                                      F-19
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10. Commitments and Contingencies

      Operating Leases

      We lease our office and data center facilities under noncancelable leases that expire at various points through August 2017. We are also
responsible for certain real estate taxes, utilities and maintenance costs on our office facilities. Rent expense was approximately $1,307, $1,070
and $1,746 for the years ended December 31, 2009, 2010 and 2011, respectively. Future minimum payments under non cancelable operating
lease agreements as of December 31, 2011 are as follows:

                    2012                                                                                            $ 1,697
                    2013                                                                                              1,164
                    2014                                                                                              1,064
                    2015                                                                                                979
                    2016                                                                                                862
                    Thereafter                                                                                          535
                    Total                                                                                           $ 6,301


      Other Commitments

      In addition, we have a content licensing agreement that as of December 31, 2011, obligates us to make minimum future payments of
$7,000 in 2012. During 2013, we will be obligated to make minimum payments based on the number of queries performed in 2012, and as a
result, we are unable to estimate our calendar year 2013 minimum commitment at this time. If not renewed, this agreement expires in
December 2013.

      Legal Matters

    We are involved in various legal proceedings, including but not limited to the matters described below that involve claims for substantial
amounts of money or for other relief or that might necessitate changes to our business or operations.

      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. The case was set for trial on September 10, 2012. The court has since stayed proceedings in the district court pending
resolution of plaintiff’s appeal of certain rulings by the court, which granted summary judgment on several claims in favor of us and other
defendants.

      In August 2010, Orbitz initiated arbitration with us through the American Arbitration Association in the state of New York. Orbitz
contends that we violated the parties’ 2009 Promotion Agreement by failing to abide by certain exclusivity provisions relating to the display of
certain advertising placements on our websites. It also contends that we owe it in excess of $2,500 as a result of “net revenue” overpayments
that Orbitz allegedly made to us over the past few years when Orbitz calculated and reported its own net revenue obligations under the
agreement. We denied Orbitz’s allegations and asserted a number of affirmative defenses in response to both claims. A three-day evidentiary
hearing took place in New York on May 24, 2011. On December 31, 2011, the arbitration panel issued an interim order that, with limited
exceptions, found in our favor regarding the exclusivity provisions of the agreement. On the “net revenue claim,” the arbitration panel ordered
the parties to engage in an audit which was pending as of year end.

                                                                      F-20
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       On March 22, 2011, Orbitz filed a lawsuit against us in the Circuit Court of Cook County in Chicago, Illinois alleging that we violated the
2009 Promotion Agreement by failing to abide by certain exclusivity provisions because of our use of certain third party technology providers
in connection with our hotel booking functionality. Orbitz sought a temporary restraining order to restrain our use of this booking feature. On
March 25, 2011, the judge denied Orbitz’s request for a temporary restraining order, finding that Orbitz did not sustain its burden of showing a
likelihood of success on the merits. On May 9, 2011, Orbitz initiated an arbitration asserting these same claims. On May 11, 2011, Orbitz
voluntarily dismissed the court case in favor of continuing to arbitrate the matter. The parties are now in the process of finalizing the
designation of the arbitration panel. No other deadlines have been set. We intend to vigorously defend ourselves in this matter.

      On June 13, 2011, Source Search Technologies LLC filed a complaint against us for patent infringement in the U.S. District Court of
New Jersey. The complaint alleges, among other things, that our website infringes a patent owned by Source Search entitled, a “Computerized
Quotation System and Method.” According to the complaint, the patent allegedly allows a central computer to filter requests for quotes, and to
interface to various vendor computers to obtain and forward these quotes to potential buyers of goods and services. We were served with the
complaint on June 17, 2011. We filed a response on August 5, 2011, denying the allegations of patent infringement and asserting a
counterclaim for declaratory judgment of non-infringement and invalidity. On November 3, 2011, the court terminated the case, pending the
conclusion of the U.S. Patent Office’s reexamination of Source Search’s patent.

      On September 15, 2011, LVL Patent Group, LLC (now known as CyberFone Systems, LLC, or CyberFone) filed a complaint against us
for patent infringement in the U.S. District Court for the District of Delaware. The complaint alleges, among other things, that our technology
infringes a patent owned by CyberFone purporting to cover a “Telephone/Transaction Entry Device and System for Entering Transaction Data
in Databases” and seeks injunctive relief, monetary damages, costs and attorneys fees. More specifically, the complaint alleges infringement by
providers who make, use, sell, offer to sell, or import a method of obtaining data transaction information entered on a telephone, forming a
plurality of exploded data transactions for the single transaction, and sending different exploded data transactions to different destinations,
using its mobile services network platform. We intend to vigorously defend ourselves in this matter.

      On December 29, 2011, Data Distribution Technologies LLC, or DDT, filed a complaint against us for patent infringement in the
U.S. District Court for the Southern District of New York. The complaint alleges, among other things, that our website infringes a patent
owned by DDT entitled, a “Web-Updated Database with Record Distribution by Email.” According to the complaint, the patent covers a
system for maintaining, updating and distributing by email flight information records corresponding to desired flights on a subscribing
traveler’s “Price Alerts” list, and a method of maintaining, updating and distributing by email flight information records to travelers. We were
served with the complaint on January 11, 2012.

      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. 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, 2010 or
December 31, 2011.

11. 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, 2011: 6,600,000 shares of Series A Preferred, 1,176,051 shares of Series 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.

                                                                       F-21
Table of Contents

      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 March 2005, 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 2005, 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. 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 adjusted original issue price per share and are accumulated regardless if declared. Accumulated and unpaid dividends totaled
$40,000 and $51,745 and $54,681 at December 31, 2010 and 2011 and March 31, 2012, respectively. Dividends are payable upon a liquidation
event, redemption or if declared by the Board of Directors.

                                                                     F-22
Table of Contents

      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 gross
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 (Requisite Holders), provided that
with respect to Series D Preferred, such election must also include holders of at least two-thirds of the Series D preferred. 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 adjusted original issue price
plus unpaid dividends. In February 2012, we obtained waivers from more than the Requisite Holders agreeing not to elect any such redemption
until after January 2, 2013.

      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 as other income (expense) in the statement of operations. The fair value of these warrants was $610, $426 and $405 as of
December 31, 2010, 2011 and March 31, 2012, respectively, based on the following assumptions using the Black-Scholes model:
                                                                                                  December 31,                        March 31,
                                                                                        2010                     2011                   2012
                                                                                                                                     (unaudited)
Risk free interest rate                                                                         1.5 %                    0.4 %                0.5 %
Expected volatility                                                                            47.9 %                   42.9 %               41.0 %
Expected life (in years)                                                                          4                        3                    3
Dividend yield                                                                                  0.0 %                    0.0 %                0.0 %

     The mark-to-market gain (loss) on these warrants was $(384), $71 and $183 for the years ended December 31, 2009, 2010 and 2011,
respectively and $117 and $21 for the three months ended March 31, 2011 and 2012, respectively.


                                                                        F-23
Table of Contents

       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. The fair value of these warrants was $625 and $724 as of December 31,
2010 and 2011, respectively, based on the following assumptions using the Black-Scholes model:
                                                                                                 December 31,                       March 31,
                                                                                       2010                     2011                  2012
                                                                                                                                   (unaudited)
Risk free interest rate                                                                        1.0 %                    0.3 %               0.4 %
Expected volatility                                                                           48.0 %                   41.0 %              40.6 %
Expected life (in years)                                                                         3                        2                   2
Dividend yield                                                                                 0.0 %                    0.0 %               0.0 %

     The mark-to-market gain (loss) on these warrants was $(285), $(226) and $(98) for the years ended December 31, 2009, 2010 and 2011,
respectively and $(88) and $0 for the three months ended March 31, 2011 and 2012 respectively.

12. 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.

13. 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 aggregate of 12,000,000 shares and 13,000,000 shares at December 31, 2011
and March 31, 2012, respectively, under the Plan and the Third Amended and Restated 2005 Equity Incentive Plan. At December 31, 2011 and
March 31, 2012, 159,946 shares and 1,291,767 shares, respectively, were available under the Third Amended and Restated 2005 Equity
Incentive Plan for future issuances of restricted common stock or grants of stock options.

                                                                       F-24
Table of Contents

      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 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. There were no unvested shares at December 31, 2011 or March 31, 2012.

      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. Grants made during 2010 and 2011 all vested immediately as
of the date of the grant.

      The following table summarizes the activity for our restricted stock:
                                                                                                                                     Weighted-
                                                                                                                                      Average
                                                                                                                Number of            Grant Date
                                                                                                                 Shares              Fair Value
Unvested at December 31, 2009                                                                                         345           $      1.40
Granted                                                                                                            54,986                 11.29
Vested                                                                                                            (55,331 )               11.23
Unvested at December 31, 2010                                                                                         —                     —
Granted                                                                                                            14,905                 17.60
Vested                                                                                                            (14,905 )               17.60
Unvested at December 31, 2011                                                                                         —             $      —


      There were no restricted stock grants between January 1, 2012 and March 31, 2012.

      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. We generally use the same group of comparable companies for
all valuations, except that when calculating volatility, we exclude any companies in the set that have been public for fewer than two years. 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.

                                                                       F-25
Table of Contents

      The following table summarizes stock option activity:
                                                                                                                                     Weighted-Average
                                                                                                               Aggregate                Remaining
                                                              Number of           Weighted-Average             Intrinsic             Contractual Term
                                                               Shares              Exercise Price              Value (1)                 (in years)
Balance at December 31, 2010                                    9,288,901        $              9.40           $ 76,183                           8.1
Options granted                                                 1,155,000        $             21.60
Exercised                                                        (315,773 )      $              8.22
Canceled/ forfeited                                            (1,041,542 )      $             11.14
Balance at December 31, 2011                                    9,086,586        $             10.79           $ 86,590                           7.3
Options granted (unaudited)                                        85,000        $             20.14
Exercised (unaudited)                                            (12,500)        $             14.82
Canceled/forfeited (unaudited)                                  (216,821)        $             20.02
Balance at March 31, 2012 (unaudited)                           8,942,265        $             10.65           $ 86,251                           7.0

Vested and exercisable as of December 31, 2011                  5,006,494        $              7.20           $ 64,788                           6.2
Vested and exercisable as of December 31, 2011
  and expected to vest thereafter (2)                           8,344,545        $             10.32           $ 83,242                           7.2
Vested and exercisable as of March 31, 2012
  (unaudited)                                                   5,396,114        $              7.67           $ 67,349                           6.0
Vested and exercisable as of March 31, 2012 and
  expected to vest thereafter (2) (unaudited)                   8,355,567        $             10.27           $ 83,630                           6.9

(1)   The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying award and the fair value of
      $17.60 of our common stock on December 31, 2010 and the fair value of $20.14 of our common stock on December 31, 2011, and
      March 31, 2012.
(2)   Stock options expected to vest reflect an estimated forfeiture rate.

      The fair value of vested shares was $2,689, $5,770 and $10,885 during the years ended December 31, 2009, 2010 and 2011 and $3,075
for the three months ended March 31, 2012, respectively. The total intrinsic value of options exercised was $1,597 and $4,143 during the years
ended December 31, 2010 and 2011 and $67 for the three months ended March 31, 2012, respectively.

     The weighted-average fair value of options granted during the years ended December 31, 2009, 2010 and 2011 was $4.21, $8.03 and
$9.71 per share, respectively, and for the three months ended March 31, 2012 was $8.93 based on the Black-Scholes model. The following
weighted-average assumptions were used for grants:
                                                                                                December 31,                               March 31,
                                                                                     2009           2010                   2011              2012
                                                                                                                                          (unaudited)
Risk-free interest rate                                                                2.5 %            2.0 %                1.8 %                1.1 %
Expected volatility                                                                   57.4 %           47.1 %               43.8 %               44.6 %
Expected life (in years)                                                                 6                6                    6                    6
Dividend yield                                                                         0.0 %            0.0 %                0.0 %                0.0 %

                                                                          F-26
Table of Contents

      The following table summarizes information concerning outstanding and exercisable options as of December 31, 2011:
                                                       Options Outstanding                                   Options Exercisable and Vested
                                                                Weighted
                                                                 Average
                                                               Remaining                 Weighted-                                         Weighted-
           Range of                                            Contractual               Average                                           Average
           Exercise                   Number of                    Life                  Exercise           Number                         Exercise
            Prices                     Shares                   (in Years)                Price             of Shares                       Price
      $ 1.00 - $ 1.40                     971,103                      2.9              $     1.16              971,103                   $     1.16
          $ 2.98                          216,240                      4.7              $     2.98              216,240                   $     2.98
          $ 5.00                        1,362,500                      5.4              $     5.00            1,362,500                   $     5.00
          $ 7.50                        1,742,415                      7.5              $     7.50            1,072,988                   $     7.50
          $11.29                          257,500                      8.0              $    11.29              136,666                   $    11.29
          $13.00                        1,030,000                      8.3              $    13.00              454,472                   $    13.00
          $14.82                        1,956,828                      8.7              $    14.82              621,383                   $    14.82
      $15.50 - $21.00                   1,355,000                      9.2              $    19.28              171,142                   $    16.08
          $25.50                          195,000                      9.7              $    25.50                   —                            —
      $ 1.00 - $25.50                   9,086,586                      7.3              $    10.79            5,006,494                   $      7.20


      The following table summarizes information concerning outstanding and exercisable options as of March 31, 2012 (unaudited).
                                                    Options Outstanding                                     Options Exercisable and Vested
                                                      Weighted Average
         Range of                                          Remaining                  Weighted-                                        Weighted-
         Exercise                                      Contractual Term                Average            Number                        Average
          Prices              Number of Shares              (in years)               Exercise Price       of Shares                   Exercise Price
     $1.00 - $1.40                    971,103                        2.7         $             1.16           971,103             $             1.16
        $ 2.98                        216,240                        4.5         $             2.98           216,240             $             2.98
        $ 5.00                      1,362,500                        5.1         $             5.00         1,362,500             $             5.00
        $ 7.00                      1,737,000                        7.3         $             7.50         1,176,198             $             7.50
        $11.29                        255,000                        7.9         $            11.29           150,103             $            11.29
        $13.00                      1,015,000                        8.0         $            13.00           518,223             $            13.00
        $14.82                      1,930,422                        8.5         $            14.82           728,944             $            14.82
    $15.50 - $21.00                 1,280,000                        8.6         $            19.13           272,803             $            17.39
        $25.50                        175,000                        9.4         $            25.50                —              $               —
     $1.00 - $25.50                 8,942,265                        7.0         $            10.65         5,396,114             $              7.67


      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

                                                                          F-27
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were reset at July 7, 2009 with an exercise price of $7.50. In connection with this modification, the Company incurred additional non-cash
compensation expense of $2,565 for the incremental value of the modified options. This expense is being recognized on a straight-line basis
over the vesting period of the new grant.

     At December 31, 2010, December 31, 2011 and March 31, 2012, total unrecognized estimated compensation expense related to
non-vested stock options granted prior to that date was approximately $38,250, $31,124 and $26,509, respectively. This expense will be
recognized on a straight-line basis over the weighted average remaining vesting period of 3.1 years as of December 31, 2010, 2.6 years as of
December 31, 2011 and 2.4 years as of March 31, 2012.

14. Earnings per share

    The following tables set forth the computation of basic and diluted earnings (loss) per share of common stock for the three years ended
December 31, 2009, 2010 and 2011 and the three months ended March 31, 2011 and 2012, were as follows:
                                                                                                                     For the three months ended
                                                                 Year ended December 31,                                      March 31,
                                                2009                       2010                2011                 2011                     2012
                                                                                                                             (unaudited)
Basic earnings (loss) per share:
Net income (loss)                          $       6,912             $         8,032       $       9,703        $      (6,914 )      $              4,145
Redeemable convertible preferred stock
  dividends                                      (11,728 )                   (11,745 )           (11,745 )             (2,936 )      $          (2,936 )
Net income (loss) attributable to
  common stockholders—Basic                $       (4,816 )          $        (3,713 )     $      (2,042 )      $      (9,850 )      $              1,209
Weighted average common shares
 outstanding                                   5,223,187                  6,463,639            7,309,202            7,397,372               7,037,280

Basic earnings (loss) per share            $           (0.92 )       $         (0.57 )     $          (0.28 )   $       (1.33 )      $               0.17


                                                                                                                     For the three months ended
                                                                 Year ended December 31,                                      March 31,
                                                2009                       2010                2011                 2011                     2012
                                                                                                                             (unaudited)
Diluted earnings (loss) per share:
Net income (loss) attributable to
  common stockholders—Diluted              $       (4,816 )          $        (3,713 )     $      (2,042 )      $      (9,850 )      $              4,145
Weighted average common shares
  outstanding                                  5,223,187                  6,463,639            7,309,202            7,397,372               7,037,280
Options to purchase common stock                     —                          —                    —                    —                 3,491,255
Convertible preferred stock (as
  converted basis)                                      —                        —                     —                  —                26,767,656
Convertible preferred stock warrants (as
  converted basis)                                      —                        —                     —                  —                     35,698
Weighted average shares and potential
 diluted shares                                5,223,187                  6,463,639            7,309,202            7,397,372              37,331,889

Diluted earnings (loss) per share          $           (0.92 )       $         (0.57 )     $          (0.28 )   $       (1.33 )      $               0.11


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    The potentially dilutive securities that have been excluded from the calculation of diluted net income (loss) per common share
because the effect is anti-dilutive is as follows:
                                                                                                                     For the three months
                                                            Year ended December 31,                                    ended March 31,
                                                2009                  2010              2011                      2011                    2012
                                                                                                                          (unaudited)
Options to purchase common stock                5,704,576             9,288,901         9,086,586                 8,536,808                965,000
Common stock subject to repurchase                    —                 192,783               —                      17,604                    —
Convertible preferred stock (as
  converted basis)                             26,767,656           26,767,656         26,767,656             26,767,656                     62,000
Convertible preferred stock warrants (as
  converted basis)                                103,904               103,904           103,904                   103,904                      —
                                               32,576,136           36,353,244         35,958,146             35,425,972                 1,027,000


      Unaudited Pro Forma Net Income (Loss) Per Share

      The following table sets forth the computation of basic and diluted earnings per share of common stock assuming that all outstanding
shares of common stock and our redeemable convertible preferred stock are converted into 33,805,623 shares of Class B common stock at
January 1, 2012. These calculations have not been adjusted for a potential charge upon completion of this offering which is triggered by the
private placement purchase rights and the issuance of the shares of Class A common stock pursuant to the automatic adjustment, as described
in “— Note 19—Subsequent Events (unaudited) ” to our consolidated financial statements appearing elsewhere in this document:
                                                                                                                                       For the three
                                                                                                    Year ended                         months ended
                                                                                                   December 31,                         March 31,
                                                                                                       2011                                2012
Pro forma basic earnings per share:
Net income                                                                                     $           9,703                   $             4,145

Weighted average common shares outstanding                                                            7,309,202                           7,037,280
Pro forma adjustment for redeemable convertible preferred stock                                      26,767,656                          26,767,656
Weighted average shares outstanding used to compute basic pro forma earnings                         34,076,858                          33,804,936
Pro forma basic earnings per share                                                             $            0.28                   $              0.12


Pro forma diluted earnings per share:
Net income                                                                                     $           9,703                   $             4,145

Weighted average shares outstanding used to compute basic pro forma earnings or
  loss per share                                                                                     34,076,858                          33,804,936
Options to purchase common stock                                                                      3,624,877                           3,491,255
Warrants to purchase common stock                                                                        38,651                              35,698

Weighted average shares outstanding used to compute diluted pro forma earnings per
 share                                                                                               37,740,386                          37,331,889
Pro forma diluted earnings per share                                                           $            0.26                   $              0.11


     The potentially dilutive securities that have been excluded from the calculation of pro forma diluted net income (loss) per common share
because the effect is anti-dilutive is as follows:
                                                                                                                                       For the three
                                                                                                         Year ended                    months ended
                                                                                                        December 31,                    March 31,
                                                                                                            2011                           2012
Options to purchase common stock                                                                             195,000                         965,000
Convertible preferred stock warrants (as converted basis)                                                        —                            62,000
       195,000   1,027,000


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15. 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.

      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 11—Redeemable Convertible Preferred Stock ”.

      Using the Black-Scholes model, the common stock put options were valued at $1,262 based on the following assumptions at December
31, 2010. As of December 31, 2011 and March 31, 2012, there were no outstanding put options. See “ —Note 3—Acquisitions ” for further
discussion of our swoodoo acquisition and the exercise of the put options.
                                                                                                               December
                                                                                                                  31,
                                                                                                                 2010



                       Risk free interest rate                                                                        0.2 %
                       Expected volatility                                                                           31.0 %
                       Expected life (in years)                                                                       0.5
                       Dividend yield                                                                                 0.0 %

      Changes in valuation during the years ended December 31, 2009, 2010 and 2011 and the three months ended March 31, 2012, were as
follows:
                                                                                                                 Level 3               Level 3
                                                                                                                Stock Put              Warrant
                                                                                                                 Options             Instruments




Balance, December 31, 2009                                                                                            —                    1,081
Fair value at issuance                                                                                              4,208                    —
Mark-to-market adjustment                                                                                          (2,946 )                  154
Balance, December 31, 2010                                                                                          1,262                  1,235
Mark-to-market adjustment                                                                                          (1,126 )                  (85 )
Liquidation of put options                                                                                           (136 )                  —
Balance, December 31, 2011                                                                                     $      —                    1,150

Mark-to-market adjustment (unaudited)                                                                                                        (21 )
Balance, March 31, 2012 (unaudited)                                                                                                 $      1,129


      Mark-to-market adjustments related to stock put options and warrant instruments are included in other income (expense).

16. 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. In March 2011, the Company implemented a program that matched a portion of employee 401(k) contributions. For the year ended
December 31, 2011 and three months ended March 31, 2012, the company contributed $399 and $194 to the plan, respectively.

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17. 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
$459 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 May 2011, the commercial agreement was amended to lower the monthly license fee to $10 in
exchange for 1,000,000 shares of Series A Preferred Stock in TravelPost. No value was attributed to the stock.

18. Information about Geographic Areas

      Revenues by geography are based on the country in which our websites are located. For example, KAYAK.com is in the United States,
while de.KAYAK.com and swoodoo.com are in Germany. We allocate revenues based on the website’s proportional revenue-generating
activity (generally, volume of queries and clicks relative to the whole). Long-lived assets are allocated based on the location of the corporate
entity to which they relate.
                                                               Year Ended December 31,                                  Three Months Ended March 31,
                                                      2009               2010                    2011                    2011                  2012
                                                                                                                                (unaudited)
Revenues
    United States                                 $ 105,184          $ 154,682              $ 184,445               $     45,226            $       59,160
    Germany                                           1,272              8,231                 24,002                      5,412                     6,192
    Rest of the world                                 6,242              7,785                 16,087                      2,036                     7,986
           Total revenues                         $ 112,698          $ 170,698              $ 224,534               $     52,674            $       73,338


                                                                                        As of December 31,                                 As of March 31,
                                                                                 2010                        2011                                2012
                                                                                                                                            (unaudited)
Long-lived assets
    United States                                                             $ 162,785                 $ 149,254                      $          148,298
    Germany                                                                      25,532                    20,205                                  20,458
    Rest of the world                                                               —                       9,376                                   9,397
           Total long-lived assets                                            $ 188,317                 $ 178,835                      $          178,153


19. Subsequent Events (unaudited)

      We evaluated subsequent events through March 9, 2012, the date of the issuance of the financial statements for the year ended December
31, 2011. In connection with the reissuance of the financial statements for the year ended December 31, 2011, as revised for the retrospective
application of the amended disclosure requirements for the presentation of other comprehensive income as discussed in “ Note 2— Summary of
Significant Accounting Policies ,” and the issuance of the interim consolidated financial statements for the three months ended March 31, 2012,
we evaluated subsequent events through June 30, 2012.

      In connection with our Orbitz arbitration, the audit firm engaged by the parties provided its report in March 2012, which included
4 possible scenarios, all of which found that Orbitz underpaid KAYAK for 2008 and 2009 in varying amounts, between $49 and $2,850. The
parties then briefed the net revenues issue, as discussed in “Note 10—Commitments and Contingencies—Legal Matters” above, and were
engaging in limited discovery on damages to be followed by additional briefing when the parties reached an agreement in principle to settle the
matter in its entirety with minimal impact to the Company’s results. Subject to negotiation and execution of a final settlement agreement and a
limited amendment to the parties’ 2009 Promotion Agreement, this matter and the litigation filed March 22, 2012 also as discussed in “
Note 10—Commitments and Contingencies—Legal Matters ,” will be dismissed with prejudice.

                                                                       F-31
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    In April 2012, we entered into a settlement agreement with DDT and, as a result, all claims against us were dismissed. The settlement
amount will not have a material impact on our financial results.

     On April 3, 2012, we entered into a Products and Services Agreement with a technology provider. This agreement obligates us to make
minimum future payments of $1,600 per year for the next four years.

       On April 19, 2012, we entered into an Election and Amendment Agreement with certain existing stockholders, or the eligible holders,
pursuant to which we granted certain eligible holders the right to purchase from us a set number of Class A common stock at the initial public
offering price. We refer to these as the private placement purchase rights. The private placement purchase rights must be exercised, if at all,
within five business days after the closing of our initial public offering; furthermore, the private placement purchase rights will not apply if our
initial public offering price equals or exceeds $31.09 per share.

       Pursuant to the Election and Amendment Agreement, we have also agreed that we will issue to the eligible holders additional shares of
Class A common stock if our initial public offering price is less than $27.00 per share. In such event, the total number of additional shares will
be calculated by taking the amount by which $27.00 exceeds the initial public offering price per share, dividing that excess amount by the
initial public offering price per share and, finally, multiplying the result by the number of shares of Series D preferred stock held by the eligible
holders. As a result of these modifications and in connection with the conversion of the Series D preferred stock, upon completion of the initial
public offering, we would potentially recognize a charge as a deemed dividend at both the modification date and at the time of conversion if we
determine that a gain or loss would need to be recorded. There is no impact on net income (loss) attributable to us as the charges are recognized
within equity; however, the charge will impact net income (loss) attributable to our common stockholders and basic and diluted net income
(loss) per share attributable to common stockholders.

      On April 10, 2012 and May 3, 2012, we awarded to certain employees options to purchase 159,000 and 140,000 shares of our common
stock, respectively. Total unrecognized estimated compensation expense related to these non-vested options is approximately $2,330.

      On April 10, 2012, we awarded to certain consultants options to purchase 219,000 shares of our common stock at an exercise price of
$25.50 per share. On May 3, 2012, we awarded to certain consultants options to purchase 23,500 shares of our common stock at an exercise
price of $26.50 per share. Performance criteria associated with these options are expected to be met over the next four years.

      On May 3, 2012, our board of directors approved, subject to and effective upon the pricing of our initial public offering, an award to
certain employees and officers of options to purchase 1,300,000 shares of our common stock. The exercise price of these stock options will be
equal to the price to the public of our Class A common stock in this initial public offering as determined on the day of pricing. These options
will vest over four years with 25% of the shares subject to these stock options vesting on the first anniversary date of the pricing and then
monthly thereafter. Total unrecognized estimated compensation expense related to these non-vested options is expected to be approximately
$13,600, assuming an IPO price of $23.50 and calculated using a Black-Scholes Model as described in “ —Note 13—Stock Options and
Restricted Stock .”

     On May 10, 2012, we entered into a lease agreement for office space for our international headquarters in Zurich, Switzerland. This lease
agreement obligates us to make annual lease payments of CHF 200 in 2012 and CHF 600 in each of 2013 through 2017.

      In June 2012, we entered into a settlement agreement with CyberFone and, as a result, all claims against us were dismissed. The
settlement amount will not have a material impact on our financial results.

      On June 4, 2012, we entered into a lease agreement for office space in Stamford, Connecticut. This lease agreement obligates us to make
annual lease payments between $800 and $900 over the next 12 years. In connection with this new lease, we will accelerate the amortization of
the leasehold improvements of our Norwalk office, and this will not have a material impact on our financial results.

                                                                        F-32
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      On June 19, 2012, MacroSolve, Inc. filed a complaint against us for patent infringement in the U.S. District Court for the Eastern District
of Texas. The complaint alleges, among other things, that our mobile application product and/or service infringes a patent owned by
MacroSolve purporting to cover a “System and Method for Data Management” and seeks injunctive relief, monetary damages, costs and
attorneys’ fees. The patent allegedly involves a “method for the management of data collected from a remote computing device including the
steps of: creating a questionnaire; transmitting the questionnaire to a remote computer; executing the questionnaire in the remote computer to
prompt a user for responses to questions of the questionnaire; transmitting the responses to a server via a network; making the responses
available on the Web.” We were served with the complaint on June 28, 2012. Our response to the complaint is due on July 19, 2012. We intend
to vigorously defend ourselves in this matter. 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.

      On June 29, 2012, Ameranth, Inc., or Ameranth, filed a complaint against us for patent infringement in the U.S. District Court for the
Southern District of California. The complaint alleges, among other things, that our KAYAK Reservation system, product and/or service
infringes three patents owned by Ameranth purporting to cover an “Information Management and Synchronous Communications System with
Menu Generation” and an “Information Management and Synchronous Communications System with Menu Generation, and Handwriting and
Voice Modification of Orders.” The complaint seeks injunctive relief, monetary damages, costs and attorneys’ fees. The patents allegedly
involve “generating and transmitting menus in a system,” “configuring and transmitting menus in a system,” and/or “enabling reservations and
other hospitality functions via iPhone, Android, and other internet enabled wireless handheld computing devices as well as via Web pages.” We
have not been served with the complaint, and we intend to vigorously defend ourselves in this matter. 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.

                                                                        F-33
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                       SCHEDULE II—CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS

                                                (In thousands)
                                                            Balance    Additions                  Balance
                                                               at      Charged                    at End
                                                           Beginning      to                         of
                                                           of Period   Expense     Deductions     Period
Allowance for doubtful accounts:
Year Ended December 31, 2010                               $     966   $   1,475   $     (637 )   $ 1,804
Year Ended December 31, 2011                                   1,804       1,911         (134 )     3,581
Three Months Ended March 31, 2012 (unaudited)                  3,581         733          —         4,314
Allowance for deferred tax assets:
Year Ended December 31, 2010                               $     —     $   1,617   $      —       $ 1,617
Year Ended December 31, 2011                                   1,617          10          —         1,627
Three Months Ended March 31, 2012 (unaudited)                  1,627          62          —         1,689

                                                    F-34
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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 Class A common stock hereunder. All amounts are estimates except the SEC registration fee, the FINRA filing fee and The
NASDAQ Stock Market listing fee.

Securities and Exchange Commission registration fee                                                                                      $11,532
FINRA filing fee                                                                                                                          13,094
Initial NASDAQ Global Select Market listing fee                                                                                          125,000
Printing and engraving expenses                                                                                                          480,000
Accounting fees and expenses                                                                                                             635,024
Legal fees and expenses                                                                                                                2,522,683
Transfer agent fees and expenses                                                                                                           7,000
Miscellaneous expenses                                                                                                                    39,167
     Total expenses                                                                                                               $    3,833,500


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. We have 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.

                                                                        II-1
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     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

     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.

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      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, and paid an additional $6,781,000 in cash, net.

     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.

      On January 31, 2011, we issued an aggregate of 14,905 restricted shares of our common stock to 14 of our employees in lieu of a portion
of their 2010 cash bonus all of which were fully vested on the date of issuance.

      (b) Stock Option Grants

      During the three year period ended June 30, 2012, we have granted to employees, consultants and directors options to purchase 6,416,090
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 $26.50. 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 June 30, 2012, an aggregate of 592,535 shares of our common stock were issued upon exercise of
outstanding stock options, with exercise prices ranging from $1.00 to $21.00 per share; of that amount, 54,000 shares of our common stock
were issued under our 2004 Equity Incentive Plan and 538,535 shares of our common stock were issued under our Third Amended and
Restated 2005 Equity Incentive Plan.

    During the period between January 1, 2012 and June 30, 2012, we have granted to employees options to purchase 626,500 shares of our
common stock under our Third Amended and Restated 2005 Equity Incentive Plan.

      During the period between January 1, 2012 and June 30, 2012, an aggregate of 71,442 shares of our common stock were issued upon
exercise of outstanding stock options, with an exercise price ranging from $13.00 to $21.00 per share. All such shares were issued under our
Third Amended and Restated 2005 Equity Incentive Plan.

      (c) Concurrent Private Placements

       On April 19, 2012, the registrant entered into an Election and Amendment Agreement with certain existing stockholders, pursuant to
which up to approximately $9.2 million of Class A common stock may be issued at the initial public offering price, if the initial public offering
price is less than $31.09 per share. In addition, if the initial public offering price is less than $27.00 per share, then the registrant will issue a
total number of additional shares calculated by taking the amount by which $27.00 exceeds the initial public offering price per share, dividing it
by the initial public offering price per share and, finally, multiplying the result by 8,008,842, which is the number of shares of Series D
preferred stock held by the stockholders entitled to the private placement purchase rights.

      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.

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Item 16.         Exhibits and Financial Statement Schedules

(a) Exhibits

                                                                  Exhibit Index
 Exhibit No.              Description
         1.1              Form of Underwriting Agreement.
       3.1 (a)            Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
       3.2 (a)            Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
       3.3 (a)            Second Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
       3.4 (a)            Third Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
       3.5 (a)            Fourth Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
       3.6 (a)            Fifth Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
       3.7 (f)            Sixth Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
       3.8 (f)            Seventh Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
         3.9              Form of Amended and Restated Certificate of Incorporation of the Company, to be in effect upon completion of the
                          offering.
       3.10               Amended and Restated By-Laws of the Company, as currently in effect.
       3.11               Form of Amended and Restated By-Laws of the Company, to be in effect upon completion of the offering.
     3.12 (g)             Eighth Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
       3.13               Ninth Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
        4.1               Form of Registrant’s Class A Common Stock Certificate.
      4.2 (g)             Sixth Amended and Restated Stock Restriction and Co-Sale Agreement, dated December 22, 2011, between the
                          Company and the holders and investors named therein, as amended to date.
       4.3 (a)            Sixth Amended and Restated Investor Rights Agreement, dated March 22, 2010, between the Company and the certain
                          investors and founders named therein, as amended to date.
       4.4 (a)            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 (f)            Second Amendment to the Sixth Amended and Restated Investor Rights Agreement, dated February 10, 2012, between
                          the Company and certain investors and founders named therein.
       4.6 (g)            Stockholders’ Agreement, dated May 6, 2010, between the Company and the holders and investors named therein, as
                          amended to date (originally filed as Exhibit 4.5 with the initial Registration Statement on Form S-1 filed on November
                          17, 2010 and re-filed subsequently).
       4.7 (g)            First Amendment to the Stockholders’ Agreement, dated December 22, 2011, between the Company and the investors
                          named therein.
           4.8            Form of Registrant’s Class B Common Stock Certificate.
       4.9 (g)            Election and Amendment Agreement, dated April 19, 2012, between the Company and the stockholders named therein.

                                                                       II-4
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 Exhibit No.        Description

        4.10        Third Amendment to the Sixth Amended and Restated Investor Rights Agreement, dated May 8, 2012, between the
                    Company and certain investors and founders named therein.
        5.1         Opinion of Bingham McCutchen LLP.
    10.1† (a)       2004 Stock Incentive Plan.
    10.2† (a)       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 2012 Equity Incentive Plan, to be in effect upon completion of the offering.
   10.4 (a) ^       Services Agreement, dated March 3, 2005, between the Company and ITA Software, Inc.
  10.5 (d) ^        Amendment to Services Agreement, dated July 18, 2007, between the Company and ITA Software, Inc.
  10.6 (a) ^        Letter Agreement, dated March 11, 2008, between the Company, SideStep, Inc. and ITA Software, Inc.
  10.7 (d) ^        Second Amendment to Services Agreement, dated January 1, 2009, between the Company and ITA Software, Inc.
  10.8 (a)          Lease Agreement, dated August 7, 2008 between the Company and Jefferson at Maritime, L.P.
  10.9 (a)          Office Lease Agreement, dated September 26, 2008, between the Company and Normandy Concord Acquisition, LLC.
  10.10 (d)
  ^                 Amended and Restated Promotion Agreement, dated April 23, 2009, between the Company and Orbitz Worldwide, LLC.
  10.11 (a)         Letter Agreement, dated November 24, 2009 by Jefferson at Maritime L.P. to the Company.
  10.12 (a)         Office Lease, dated November 25, 2009, between the Company and SPF Mathilda, LLC.
  10.13 (d)
  ^                 Google Services Agreement, dated November 1, 2010, between the Company and Google Inc.
  10.14 (a)
  ^                 KAYAK Insertion Order: IO02703, dated December 16, 2009, between the Company and Expedia.
  10.15 (a)
  ^                 KAYAK Insertion Order: IO03294, dated April 12, 2010, between the Company and Expedia.
  10.16 (a)
  ^                 KAYAK Insertion Order: IO03886, dated August 31, 2010, between the Company and Expedia.
  10.17 (a)
  ^                 KAYAK Insertion Order: IO03850, dated August 19, 2010, between the Company and Expedia UK.
  10.18 (a)
  ^                 KAYAK Insertion Order: IO03927, dated September 16, 2010, between the Company and Expedia UK.
  10.19 (a)
  ^                 KAYAK Insertion Order: IO03934, dated September 17, 2010, between the Company and Expedia UK.
  10.20 (a)         Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less v 2.0.
  10.21 (a)         Form of Insertion Order under Standard Terms and Conditions for Internet Advertising for Media Buys One Year or
                    Less v 2.0.
  10.22† (b)        Executive Employment Agreement, dated March 2, 2004, between the Company and Daniel Stephen Hafner.
  10.23† (b)        First Amendment to Executive Employment Agreement and Restricted Stock Agreement, dated March 1, 2007, between
                    the Company and Daniel Stephen Hafner.
  10.24† (b)        Second Amendment to Executive Employment Agreement, dated June 26, 2008 between the Company and Daniel
                    Stephen Hafner.
  10.25† (b)        Executive Employment Agreement, dated March 2, 2004, between the Company and Paul M. English.

                                                                 II-5
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 Exhibit No.        Description

10.26† (b)          First Amendment to Executive Employment Agreement and Restricted Stock Agreement, dated March 1, 2007, between the
                    Company and Paul M. English.
10.27† (b)          Second Amendment to Executive Employment Agreement, dated June 26, 2008, between the Company and Paul M.
                    English.
10.28† (b)          Offer Letter, dated October 22, 2007, from the Company to Karen Ruzic Klein.
10.29† (b)          Offer Letter, dated April 9, 2009, from the Company to Robert M. Birge.
10.30† (b)          Offer Letter, dated September 30, 2009, from the Company to Melissa H. Reiter.
10.31† (b)          Stock Option Agreement, dated April 29, 2010, between the Company and Daniel Stephen Hafner.
10.32† (b)          Stock Option Agreement, dated April 29, 2010, between the Company and Paul M. English.
10.33† (b)          Stock Option Agreement, dated November 1, 2007, between the Company and Karen Ruzic Klein.
10.34† (b)          Option Amendment Agreement, dated July 7, 2009, between the Company and Karen Ruzic Klein.
10.35† (b)          Stock Option Agreement, dated October 1, 2010, between the Company and Karen Ruzic Klein.
10.36† (b)          Stock Option Agreement, dated May 19, 2009, between the Company and Robert M. Birge.
10.37† (b)          Stock Option Agreement, dated October 1, 2010, between the Company and Robert M. Birge.
10.38† (b)          Stock Option Agreement, dated February 11, 2010, between the Company and Melissa H. Reiter.
10.39† (b)          Stock Option Agreement, dated October 1, 2010, between the Company and Melissa H. Reiter.
10.40† (b)          Stock Option Agreement, dated June 1, 2007, between the Company and Terrell B. Jones.
10.41† (b)          Stock Option Agreement, dated May 19, 2009, between the Company and Terrell B. Jones.
10.42† (b)          Stock Option Agreement, dated March 1, 2004, between the Company and Terrell B. Jones.
10.43† (b)          Stock Option Agreement, dated March 1, 2004, between the Company and Gregory E. Slyngstad.
10.44† (b)          Stock Option Agreement, dated June 1, 2007, between the Company and Gregory E. Slyngstad.
10.45† (b)          Stock Option Agreement, dated May 19, 2009, between the Company and Gregory E. Slyngstad.
10.46† (b)          Restricted Stock Agreement, dated as of March 2, 2004, by and between the Company and Paul M. English.
10.47† (b)          Restricted Stock Grant Agreement, dated as of March 15, 2007, between the Company and Paul M. English.
10.48† (b)          Restricted Stock Grant Agreement, dated as of February 11, 2010, between the Company and Paul M. English.
10.49† (b)          Restricted Stock Agreement, dated as of March 2, 2004, by and between the Company and Daniel Stephen Hafner.
10.50† (b)          Restricted Stock Grant Agreement, dated as of March 15, 2007, between the Company and Daniel Stephen Hafner.
10.51† (b)          Restricted Stock Grant Agreement, dated as of February 11, 2010, between the Company and Daniel Stephen Hafner.
10.52† (b)          Restricted Stock Grant Agreement, dated as of February 11, 2010, between the Company and Karen Ruzic Klein.
10.53† (b)          Restricted Stock Grant Agreement, dated as of February 11, 2010, between the Company and Robert M. Birge.
10.54† (b)          Director Indemnification Agreement, dated April 15, 2008, between the Company and Terrell B. Jones.
10.55† (b)          Director Indemnification Agreement, dated April 15, 2008, between the Company and Joel E. Cutler.

                                                                     II-6
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 Exhibit No.        Description

10.56† (b)          Director Indemnification Agreement, dated April 15, 2008, between the Company and Michael Moritz.
10.57† (b)          Director Indemnification Agreement, dated April 15, 2008, between the Company and Hendrik W. Nelis.
10.58† (b)          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 (a)           Commencement Date Agreement, dated March 12, 2009, between the Company and Normandy Concord Acquisition, LLC.
10.61 (b)           Amendment No. 1 to Google Services Agreement, dated November 1, 2010, between the Company and Google Inc.
10.62†              Form of Non-Qualified Stock Option Agreement under the 2012 Equity Incentive Plan, to be in effect upon completion of
                    the offering.
10.63† (d)          Offer Letter, dated May 9, 2011, from the Company to Willard H. Smith.
10.64† (f)          Seventh Amendment, dated February 10, 2012, to the Third Amended and Restated 2005 Equity Incentive Plan.
10.65† (f)          Offer Letter Amendment, dated March 6, 2012, from the Company to Melissa Reiter.
10.66 ^             Amadeus Products and Services Agreement, effective as of January 1, 2012, between the Company and Amadeus IT Group
                    S.A.
10.67 (g)           Election and Amendment Agreement, dated April 19, 2012, between the Company and the stockholders named therein
                    (included in Exhibit 4.9).
10.68†              Eighth Amendment, dated May 3, 2012, to the Third Amended and Restated 2005 Equity Incentive Plan.
10.69†              Employment and Non-Competition Agreement, dated May 14, 2012, between the Company and Daniel Stephen Hafner, as
                    amended by First Amendment, dated May 17, 2012.
10.70†              Employment and Non-Competition Agreement, dated May 14, 2012, between the Company and Paul M. English, as
                    amended by First Amendment, dated May 17, 2012.
10.71†              Employment and Non-Competition Agreement, dated May 14, 2012, between the Company and Melissa H. Reiter, as
                    amended by First Amendment, dated May 17, 2012.
10.72†              Employment and Non-Competition Agreement, dated May 14, 2012, between the Company and Robert M. Birge, as
                    amended by First Amendment, dated May 17, 2012.
10.73†              Employment and Non-Competition Agreement, dated May 14, 2012, between the Company and Karen Ruzic Klein, as
                    amended by First Amendment, dated May 17, 2012.
10.74               Lease, dated June 4, 2012, between the Company and Yale & Towne SPE LLC.
14.1 (h)            Code of Business Conduct and Ethics.
21.1 (f)            List of Subsidiaries.
23.1                Consent of Bingham McCutchen LLP (included in Exhibit 5.1).
23.2                Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
23.3 (h)            Consent of TNS Custom Research, Inc. dated May 7, 2012.
24.1 (a)            Power of Attorney (included on signature page).
24.2 (c)            Power of Attorney.
24.3 (f)            Power of Attorney.

                                                                      II-7
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        (a)            Previously filed with the initial Registration Statement on Form S-1 filed on November 17, 2010.
        (b)            Previously filed with Amendment No. 2 to the Registration Statement on Form S-1 filed on January 14, 2011
        (c)            Previously filed with Amendment No. 4 to the Registration Statement on Form S-1 filed on March 8, 2011.
        (d)            Previously filed with Amendment No. 5 to the Registration Statement on Form S-1 filed on May 27, 2011.
        (e)            Previously filed with Amendment No. 8 to the Registration Statement on Form S-1 filed on November 23, 2011.
        (f)            Previously filed with Amendment No. 9 to the Registration Statement on Form S-1 filed on March 9, 2012.
        (g)            Previously filed with Amendment No. 10 to the Registration Statement on Form S-1 filed on April 20, 2012.
        (h)            Previously filed with Amendment No. 11 to the Registration Statement on Form S-1 filed on May 8, 2012.
        †              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.

(b) Financial Statement Schedules

     Refer to the financial statement schedule provided on page F-34 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-8
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                                                               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 July 9, 2012.

                                                                                KAYAK SOFTWARE CORPORATION

                                                                                By:          /s/ Daniel Stephen Hafner
                                                                                Name:        Daniel Stephen Hafner
                                                                                Title:       Chief Executive Officer and Director
Table of Contents

                                                                SIGNATURES

     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                         Chief Executive Officer and Director                    July 9, 2012
                     Daniel Stephen Hafner                            (Principal Executive Officer)

                                                                  Chief Financial Officer and Treasurer                    July 9, 2012
                   /s/    Melissa H. Reiter                    (Principal Financial Officer and Accounting
                          Melissa H. Reiter                                      Officer)

                    /s/    Paul M. English                   President, Chief Technology Officer and Director              July 9, 2012
                           Paul M. English

                                  *                                              Director                                  July 9, 2012
                            Joel E. Cutler

                                   *                                             Director                                  July 9, 2012
                           Terrell B. Jones

                                 *                                               Director                                  July 9, 2012
                           Michael Moritz

                                 *                                               Director                                  July 9, 2012
                          Hendrik W. Nelis

                                 *                                               Director                                  July 9, 2012
                          Brian H. Sharples

                                  *                                              Director                                  July 9, 2012
                          Gregory S. Stanger


*By:       /s/     Daniel Stephen Hafner
           Name: Daniel Stephen Hafner
           Title: Attorney-in-fact
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Item 16.         Exhibits and Financial Statement Schedules

(a) Exhibits

                                                                  Exhibit Index
 Exhibit No.              Description
         1.1              Form of Underwriting Agreement.
       3.1 (a)            Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
       3.2 (a)            Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
       3.3 (a)            Second Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
       3.4 (a)            Third Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
       3.5 (a)            Fourth Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
       3.6 (a)            Fifth Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
       3.7 (f)            Sixth Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
       3.8 (f)            Seventh Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
         3.9              Form of Amended and Restated Certificate of Incorporation of the Company, to be in effect upon completion of the
                          offering.
       3.10               Amended and Restated By-Laws of the Company, as currently in effect.
       3.11               Form of Amended and Restated By-Laws of the Company, to be in effect upon completion of the offering.
     3.12 (g)             Eighth Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
       3.13               Ninth Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
        4.1               Form of Registrant’s Class A Common Stock Certificate.
      4.2 (g)             Sixth Amended and Restated Stock Restriction and Co-Sale Agreement, dated December 22, 2011, between the
                          Company and the holders and investors named therein, as amended to date.
       4.3 (a)            Sixth Amended and Restated Investor Rights Agreement, dated March 22, 2010, between the Company and the certain
                          investors and founders named therein, as amended to date.
       4.4 (a)            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 (f)            Second Amendment to the Sixth Amended and Restated Investor Rights Agreement, dated February 10, 2012, between
                          the Company and certain investors and founders named therein.
       4.6 (g)            Stockholders’ Agreement, dated May 6, 2010, between the Company and the holders and investors named therein, as
                          amended to date (originally filed as Exhibit 4.5 with the initial Registration Statement on Form S-1 filed on November
                          17, 2010 and re-filed subsequently).
       4.7 (g)            First Amendment to the Stockholders’ Agreement, dated December 22, 2011, between the Company and the investors
                          named therein.
           4.8            Form of Registrant’s Class B Common Stock Certificate.
       4.9 (g)            Election and Amendment Agreement, dated April 19, 2012, between the Company and the stockholders named therein.
        4.10              Third Amendment to the Sixth Amended and Restated Investor Rights Agreement, dated May 8, 2012, between the
                          Company and certain investors and founders named therein.
Table of Contents

 Exhibit No.        Description
        5.1         Opinion of Bingham McCutchen LLP.
    10.1† (a)       2004 Stock Incentive Plan.
    10.2† (a)       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 2012 Equity Incentive Plan, to be in effect upon completion of the offering.
   10.4 (a) ^       Services Agreement, dated March 3, 2005, between the Company and ITA Software, Inc.
  10.5 (d) ^        Amendment to Services Agreement, dated July 18, 2007, between the Company and ITA Software, Inc.
  10.6 (a) ^        Letter Agreement, dated March 11, 2008, between the Company, SideStep, Inc. and ITA Software, Inc.
  10.7 (d) ^        Second Amendment to Services Agreement, dated January 1, 2009, between the Company and ITA Software, Inc.
  10.8 (a)          Lease Agreement, dated August 7, 2008 between the Company and Jefferson at Maritime, L.P.
  10.9 (a)          Office Lease Agreement, dated September 26, 2008, between the Company and Normandy Concord Acquisition, LLC.
  10.10 (d)
  ^                 Amended and Restated Promotion Agreement, dated April 23, 2009, between the Company and Orbitz Worldwide, LLC.
  10.11 (a)         Letter Agreement, dated November 24, 2009 by Jefferson at Maritime L.P. to the Company.
  10.12 (a)         Office Lease, dated November 25, 2009, between the Company and SPF Mathilda, LLC.
  10.13 (d)
  ^                 Google Services Agreement, dated November 1, 2010, between the Company and Google Inc.
  10.14 (a)
  ^                 KAYAK Insertion Order: IO02703, dated December 16, 2009, between the Company and Expedia.
  10.15 (a)
  ^                 KAYAK Insertion Order: IO03294, dated April 12, 2010, between the Company and Expedia.
  10.16 (a)
  ^                 KAYAK Insertion Order: IO03886, dated August 31, 2010, between the Company and Expedia.
  10.17 (a)
  ^                 KAYAK Insertion Order: IO03850, dated August 19, 2010, between the Company and Expedia UK.
  10.18 (a)
  ^                 KAYAK Insertion Order: IO03927, dated September 16, 2010, between the Company and Expedia UK.
  10.19 (a)
  ^                 KAYAK Insertion Order: IO03934, dated September 17, 2010, between the Company and Expedia UK.
  10.20 (a)         Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less v 2.0.
  10.21 (a)         Form of Insertion Order under Standard Terms and Conditions for Internet Advertising for Media Buys One Year or
                    Less v 2.0.
  10.22† (b)        Executive Employment Agreement, dated March 2, 2004, between the Company and Daniel Stephen Hafner.
  10.23† (b)        First Amendment to Executive Employment Agreement and Restricted Stock Agreement, dated March 1, 2007, between
                    the Company and Daniel Stephen Hafner.
  10.24† (b)        Second Amendment to Executive Employment Agreement, dated June 26, 2008 between the Company and Daniel
                    Stephen Hafner.
  10.25† (b)        Executive Employment Agreement, dated March 2, 2004, between the Company and Paul M. English.
  10.26† (b)        First Amendment to Executive Employment Agreement and Restricted Stock Agreement, dated March 1, 2007, between
                    the Company and Paul M. English.
  10.27† (b)        Second Amendment to Executive Employment Agreement, dated June 26, 2008, between the Company and Paul M.
                    English.
  10.28† (b)        Offer Letter, dated October 22, 2007, from the Company to Karen Ruzic Klein.
Table of Contents

 Exhibit No.        Description
10.29† (b)          Offer Letter, dated April 9, 2009, from the Company to Robert M. Birge.
10.30† (b)          Offer Letter, dated September 30, 2009, from the Company to Melissa H. Reiter.
10.31† (b)          Stock Option Agreement, dated April 29, 2010, between the Company and Daniel Stephen Hafner.
10.32† (b)          Stock Option Agreement, dated April 29, 2010, between the Company and Paul M. English.
10.33† (b)          Stock Option Agreement, dated November 1, 2007, between the Company and Karen Ruzic Klein.
10.34† (b)          Option Amendment Agreement, dated July 7, 2009, between the Company and Karen Ruzic Klein.
10.35† (b)          Stock Option Agreement, dated October 1, 2010, between the Company and Karen Ruzic Klein.
10.36† (b)          Stock Option Agreement, dated May 19, 2009, between the Company and Robert M. Birge.
10.37† (b)          Stock Option Agreement, dated October 1, 2010, between the Company and Robert M. Birge.
10.38† (b)          Stock Option Agreement, dated February 11, 2010, between the Company and Melissa H. Reiter.
10.39† (b)          Stock Option Agreement, dated October 1, 2010, between the Company and Melissa H. Reiter.
10.40† (b)          Stock Option Agreement, dated June 1, 2007, between the Company and Terrell B. Jones.
10.41† (b)          Stock Option Agreement, dated May 19, 2009, between the Company and Terrell B. Jones.
10.42† (b)          Stock Option Agreement, dated March 1, 2004, between the Company and Terrell B. Jones.
10.43† (b)          Stock Option Agreement, dated March 1, 2004, between the Company and Gregory E. Slyngstad.
10.44† (b)          Stock Option Agreement, dated June 1, 2007, between the Company and Gregory E. Slyngstad.
10.45† (b)          Stock Option Agreement, dated May 19, 2009, between the Company and Gregory E. Slyngstad.
10.46† (b)          Restricted Stock Agreement, dated as of March 2, 2004, by and between the Company and Paul M. English.
10.47† (b)          Restricted Stock Grant Agreement, dated as of March 15, 2007, between the Company and Paul M. English.
10.48† (b)          Restricted Stock Grant Agreement, dated as of February 11, 2010, between the Company and Paul M. English.
10.49† (b)          Restricted Stock Agreement, dated as of March 2, 2004, by and between the Company and Daniel Stephen Hafner.
10.50† (b)          Restricted Stock Grant Agreement, dated as of March 15, 2007, between the Company and Daniel Stephen Hafner.
10.51† (b)          Restricted Stock Grant Agreement, dated as of February 11, 2010, between the Company and Daniel Stephen Hafner.
10.52† (b)          Restricted Stock Grant Agreement, dated as of February 11, 2010, between the Company and Karen Ruzic Klein.
10.53† (b)          Restricted Stock Grant Agreement, dated as of February 11, 2010, between the Company and Robert M. Birge.
10.54† (b)          Director Indemnification Agreement, dated April 15, 2008, between the Company and Terrell B. Jones.
10.55† (b)          Director Indemnification Agreement, dated April 15, 2008, between the Company and Joel E. Cutler.
10.56† (b)          Director Indemnification Agreement, dated April 15, 2008, between the Company and Michael Moritz.
10.57† (b)          Director Indemnification Agreement, dated April 15, 2008, between the Company and Hendrik W. Nelis.
10.58† (b)          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 (a)           Commencement Date Agreement, dated March 12, 2009, between the Company and Normandy Concord Acquisition, LLC.
Table of Contents

 Exhibit No.        Description
10.61 (b)           Amendment No. 1 to Google Services Agreement, dated November 1, 2010, between the Company and Google Inc.
10.62†              Form of Non-Qualified Stock Option Agreement under the 2012 Equity Incentive Plan, to be in effect upon completion of
                    the offering.
10.63† (d)          Offer Letter, dated May 9, 2011, from the Company to Willard H. Smith.
10.64† (f)          Seventh Amendment, dated February 10, 2012, to the Third Amended and Restated 2005 Equity Incentive Plan.
10.65† (f)          Offer Letter Amendment, dated March 6, 2012, from the Company to Melissa Reiter.
10.66 ^             Amadeus Products and Services Agreement, effective as of January 1, 2012, between the Company and Amadeus IT Group
                    S.A.
10.67 (g)           Election and Amendment Agreement, dated April 19, 2012, between the Company and the stockholders named therein
                    (included in Exhibit 4.9).
10.68†              Eighth Amendment, dated May 3, 2012, to the Third Amended and Restated 2005 Equity Incentive Plan.
10.69†              Employment and Non-Competition Agreement, dated May 14, 2012, between the Company and Daniel Stephen Hafner, as
                    amended by First Amendment, dated May 17, 2012.
10.70†              Employment and Non-Competition Agreement, dated May 14, 2012, between the Company and Paul M. English, as
                    amended by First Amendment, dated May 17, 2012.
10.71†              Employment and Non-Competition Agreement, dated May 14, 2012, between the Company and Melissa H. Reiter, as
                    amended by First Amendment, dated May 17, 2012.
10.72†              Employment and Non-Competition Agreement, dated May 14, 2012, between the Company and Robert M. Birge, as
                    amended by First Amendment, dated May 17, 2012.
10.73†              Employment and Non-Competition Agreement, dated May 14, 2012, between the Company and Karen Ruzic Klein, as
                    amended by First Amendment, dated May 17, 2012.
10.74               Lease, dated June 4, 2012, between the Company and Yale & Towne SPE LLC.
14.1 (h)            Code of Business Conduct and Ethics.
21.1 (f)            List of Subsidiaries.
23.1                Consent of Bingham McCutchen LLP (included in Exhibit 5.1).
23.2                Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
23.3 (h)            Consent of TNS Custom Research, Inc. dated May 7, 2012.
24.1 (a)            Power of Attorney (included on signature page).
24.2 (c)            Power of Attorney.
24.3 (f)            Power of Attorney.

           (a)         Previously filed with the initial Registration Statement on Form S-1 filed on November 17, 2010.
           (b)         Previously filed with Amendment No. 2 to the Registration Statement on Form S-1 filed on January 14, 2011
           (c)         Previously filed with Amendment No. 4 to the Registration Statement on Form S-1 filed on March 8, 2011.
           (d)         Previously filed with Amendment No. 5 to the Registration Statement on Form S-1 filed on May 27, 2011.
           (e)         Previously filed with Amendment No. 8 to the Registration Statement on Form S-1 filed on November 23, 2011.
           (f)         Previously filed with Amendment No. 9 to the Registration Statement on Form S-1 filed on March 9, 2012.
           (g)         Previously filed with Amendment No. 10 to the Registration Statement on Form S-1 filed on April 20, 2012.
Table of Contents

        (h)         Previously filed with Amendment No. 11 to the Registration Statement on Form S-1 filed on May 8, 2012.
        †           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.
                                                            Exhibit 1.1

                                 Shares

                  KAYAK SOFTWARE CORPORATION

         CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE

                    UNDERWRITING AGREEMENT

, 2012
                                                                                                                                          , 2012

Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036

Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005

     As Representatives of the several
     Underwriters named in Schedule I hereto

Ladies and Gentlemen:

      KAYAK Software Corporation, a Delaware corporation (the “ Company ”), proposes to issue and sell to the several Underwriters named
in Schedule I hereto (the “ Underwriters ”), for whom you are acting as representatives (the “ Representatives ”), an aggregate
of        shares of the Class A Common Stock, par value $0.001 per share, of the Company (the “ Firm Shares ”).

      The Company also proposes to issue and sell to the several Underwriters not more than an additional           shares of its Class A
Common Stock, par value $0.001 per share, (the “ Additional Shares ”) if and to the extent that you, as managers of the offering, shall have
determined to exercise, on behalf of the Underwriters, the right to purchase such shares of Class A Common Stock granted to the Underwriters
in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “ Shares. ” The shares of Class A
Common Stock, par value $0.001 per share, and Class B Common Stock, par value $0.001 per share, of the Company to be outstanding after
giving effect to the sales contemplated hereby are hereinafter referred to as the “ Common Stock. ”

      The Company has filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement, including a
prospectus, relating to the Shares. The registration statement as amended at the time it becomes effective, including the information (if any)
deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended
(the “ Securities Act ”), is hereinafter referred to as the “ Registration Statement ”; the prospectus in the form first used to confirm sales
of Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under
the Securities Act) is hereinafter referred to as the “ Prospectus. ” If the Company has filed an abbreviated registration statement to register
additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “ Rule 462 Registration Statement ”), then any
reference herein to the term “ Registration Statement ” shall be deemed to include such Rule 462 Registration Statement.

      For purposes of this Agreement, “ free writing prospectus ” has the meaning set forth in Rule 405 under the Securities Act, “ Time of
Sale Prospectus ” means the preliminary prospectus contained in the Registration Statement at the time of its effectiveness together with the
free writing prospectuses, if any, each identified in Schedule II hereto, and “ broadly available road show ” means a “bona fide electronic
road show” as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person. As used
herein, the terms “Registration Statement,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents,
if any, incorporated by reference therein.

     1. Representations and Warranties . The Company represents and warrants to and agrees with each of the Underwriters that:

     (a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect,
and no proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission.

       (b) (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not, as
of the date of such amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as
amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of
the Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the
offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 4), the Time of Sale
Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading,
(iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under
which they were made,

                                                                        2
not misleading and (v) as of its date and the Closing Date, the Prospectus does not contain and, as amended or supplemented, if applicable, will
not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not
apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating
to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein.

      (c) The Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities
Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be,
filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the
Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the
Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects
with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing
prospectuses, if any, identified in Schedule II hereto, and electronic road shows, if any, each furnished to you before first use, the Company has
not prepared, used or referred to, and will not, without your prior written consent, prepare, use or refer to, any free writing prospectus.

      (d) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of Delaware, has the
corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified
to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property
requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse
effect on the Company and its subsidiaries, taken as a whole.

      (e) Each subsidiary of the Company has been duly incorporated or organized, is validly existing and in good standing under the laws of
the jurisdiction of its organization, has the corporate or other organizational power and authority to own its property and to conduct its business
as described in the Time of Sale Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified
or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; all of the issued shares
of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are
owned directly by the Company, free and clear of all liens, encumbrances, equities or claims.

                                                                          3
     (f) This Agreement has been duly authorized, executed and delivered by the Company.

      (g) The authorized capital stock of the Company will, on the Closing Date (as defined in Section 4), conform as to legal matters to the
description thereof contained in each of the Time of Sale Prospectus and the Prospectus.

      (h) The shares of Common Stock outstanding prior to the issuance of the Shares have been duly authorized and are validly issued, fully
paid and non-assessable.

      (i) The Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly
issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights.

      (j) The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not
contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws of the Company, (iii) any agreement or other
instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or
(iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, except,
in the case of clause (i) and (iii) above, where any such contravention would not, singly or in the aggregate, have a material adverse effect on
the Company and its subsidiaries, taken as a whole, or the power and ability of the Company to perform its obligations under this Agreement.
No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the
Company of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states or the
rules and regulations of the Financial Industry Regulatory Authority (“ FINRA ”) in connection with the offer and sale of the Shares.

      (k) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the
condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set
forth in the Time of Sale Prospectus.

     (l) There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or
any of its

                                                                         4
subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject (i) other than proceedings accurately
described in all material respects in the Time of Sale Prospectus and proceedings that would not have a material adverse effect on the Company
and its subsidiaries, taken as a whole, or on the power or ability of the Company to perform its obligations under this Agreement or to
consummate the transactions contemplated by the Time of Sale Prospectus or (ii) that are required to be described in the Registration Statement
or the Prospectus and are not so described; and there are no statutes, regulations, contracts or other documents that are required to be described
in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required.

      (m) Each preliminary prospectus filed as part of the registration statement as originally filed or as part of any amendment thereto, or filed
pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules
and regulations of the Commission thereunder.

      (n) The Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as
described in the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company
Act of 1940, as amended.

      (o) The Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and
regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or
contaminants (“ Environmental Laws ”), (ii) have received all permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license
or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or
failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, be reasonably
likely to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

      (p) There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating
expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any
related constraints on operating activities and any potential liabilities to third parties) which would, singly or in the aggregate, be reasonably
likely to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

                                                                          5
     (q) Except as described in the Time of Sale Prospectus and Prospectus, there are no contracts, agreements or understandings between the
Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with
respect to any securities of the Company or to require the Company to include such securities with the Shares registered pursuant to the
Registration Statement.

      (r) Neither the Company nor any of its subsidiaries or controlled affiliates, nor any director, officer or employee, nor, to the Company’s
knowledge, any agent or representative of the Company or of any of its subsidiaries or controlled affiliates, has taken any action in furtherance
of an offer, payment, promise to pay or authorization or approval of the payment or giving of money, property, gifts or anything else of value,
directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled
entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any
political party or party official or candidate for political office) to influence official action or secure an improper advantage; and the Company
and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and
maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty
contained herein. For purposes of this Section 1(r), “controlled affiliate” means an affiliate over which the Company possesses, directly or
indirectly, the power to direct or cause the direction of the management and policies thereof, whether through the ownership of voting
securities, by contract, or otherwise.

      (s) The operations of the Company and its subsidiaries are and have been conducted at all times in material compliance with all
applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act),
and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries conduct business, the rules and
regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency
(collectively, the “ Anti-Money Laundering Laws ”), and no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is
pending or, to the knowledge of the Company, threatened.

                                                                         6
     (t) (i) Neither the Company nor any of its subsidiaries, nor any director or executive officer thereof, nor, to the Company’s knowledge,
any employee, non-executive officer, agent, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“
Person ”) that is, or is owned or controlled by a Person that is:
                 (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets
            Control (“ OFAC ”), the United Nations Security Council (“ UNSC ”), the European Union (“ EU ”) or Her Majesty’s Treasury (“
            HMT ”) (collectively, “ Sanctions ”), nor
                (B) organized, resident or has operations in a country or territory that is the subject of Sanctions (including, without limitation,
            Burma/Myanmar, Cuba, Iran, North Korea, Sudan, Libya and Syria).

           (ii) For the past 5 years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in
any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of
Sanctions.

      (u) Subsequent to the respective dates as of which information is given in each of the Registration Statement, the Time of Sale Prospectus
and the Prospectus, (i) the Company and its subsidiaries have not incurred any material liability or obligation, direct or contingent, nor entered
into any material transaction; (ii) the Company has not purchased any of its outstanding capital stock other than from its employees or other
service providers in connection with the termination of their service, nor declared, paid or otherwise made any dividend or distribution of any
kind on its capital stock other than ordinary and customary dividends; and (iii) there has not been any material change in the capital stock,
short-term debt or long-term debt of the Company and its subsidiaries, except in each case as described in each of the Registration Statement,
the Time of Sale Prospectus and the Prospectus, respectively.

     (v) Neither the Company nor its subsidiaries owns any real property. Except as described in the Time of Sale Prospectus and Prospectus,
the Company and its subsidiaries have good and marketable title to all personal property owned by them which is material to the business of the
Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects or such as do not materially affect the value of
such property and do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries;
and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property
and buildings by the Company and its subsidiaries, in each case except as described in the Time of Sale Prospectus and Prospectus.

                                                                          7
      (w) Except as described in the Time of Sale Prospectus and Prospectus, the Company and its subsidiaries own or possess the right to use,
or can acquire, all patents, patent rights, licenses, inventions, copyrights, software, know-how (including trade secrets and other unpatented
and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, domain names and trade names
(including any registrations or applications for registration of any of the foregoing, collectively, the “ Intellectual Property ”) necessary to the
conduct of their respective businesses as currently conducted, except where the failure to own, possess or acquire any of the foregoing,
individually or in the aggregate, would not be reasonably expected to result in a material adverse effect on the Company and its subsidiaries,
taken as a whole. Except as described in the Time of Sale Prospectus and Prospectus, neither the Company nor any of its subsidiaries has
received any notice challenging the validity or enforceability of any of the foregoing or any notice of infringement or misappropriation of, or
conflict with, asserted rights of others with respect to any of the foregoing, which, singly or in the aggregate, would be reasonably expected to
have a material adverse effect on the Company and its subsidiaries, taken as a whole. Except as described in the Time of Sale Prospectus and
Prospectus and except as would not be reasonably expected to have a material adverse effect on the Company and its subsidiaries, taken as a
whole, neither the Company nor any of its subsidiaries have, to the best knowledge of the Company and its subsidiaries, infringed,
misappropriated or otherwise violated the Intellectual Property rights of others. Except as would not be reasonably expected to have a material
adverse effect on the Company and its subsidiaries, taken as a whole, to the knowledge of the Company, no third party has infringed,
misappropriated or otherwise violated any Intellectual Property owned by the Company or any of its subsidiaries. Except as would not be
reasonably expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole, neither the Company nor any of
its subsidiaries is subject to any judgment, order, writ, injunction or decree of any court or any governmental authority relating to any software
or technology used by the Company or its subsidiaries, and none of the software or technology used by the Company or its subsidiaries in the
conduct of their respective businesses has been obtained or is being used in violation of any contractual obligation binding on the Company or
its subsidiaries. All founders, key employees and any other employees involved in the development of material Intellectual Property for the
Company or any of its subsidiaries have executed appropriate instruments of assignment which run in favor of the Company or its subsidiaries
as assignee and convey to the Company or its subsidiaries ownership of all of such person’s rights in such Intellectual Property.

     (x) No material labor dispute with the employees of the Company or any of its subsidiaries exists, except as described in the Time of Sale
Prospectus and Prospectus, or, to the knowledge of the Company, is imminent; and the Company is not aware of any existing, threatened or
imminent labor disturbance by the employees of any of its principal suppliers, providers or contractors that would be reasonably expected to
have a material adverse effect on the Company and its subsidiaries, taken as a whole.

                                                                         8
       (y) The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as are prudent and customary in the businesses in which they are engaged; neither the Company nor any of its subsidiaries
has been refused any insurance coverage sought or applied for; and neither the Company nor any of its subsidiaries has any reason to believe
that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar
insurers as may be necessary to continue its business at a cost that would not be reasonably likely to have a material adverse effect on the
Company and its subsidiaries, taken as a whole, except as described in the Time of Sale Prospectus and Prospectus.

      (z) The Company and its subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign
regulatory authorities necessary to conduct their respective businesses, except where the failure to posses any such certificate, authorization or
permit would not have a material adverse effect on the Company and its subsidiaries taken as a whole, and neither the Company nor any of its
subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit
which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the
Company and its subsidiaries, taken as a whole, except as described in the Time of Sale Prospectus and Prospectus.

       (aa) The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles (“ GAAP ”) and to
maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and
(iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences. Except as described in the Time of Sale Prospectus and Prospectus, since the end of the Company’s most recent
audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not
remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial reporting.

   (bb) Except as described in the Time of Sale Prospectus and Prospectus, the Company has not sold, issued or distributed any shares of
Common Stock

                                                                         9
during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities
Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or
pursuant to outstanding options, rights or warrants.

      (cc) The Company and each of its subsidiaries have filed all federal, state, local and foreign tax returns required to be filed through the
date of this Agreement or have requested extensions thereof (except where the failure to file would not, individually or in the aggregate, have a
material adverse effect) and have paid all taxes required to be paid thereon (except for cases in which the failure to file or pay would not have a
material adverse effect, or, except as currently being contested in good faith and for which reserves required by U.S. GAAP have been created
in the financial statements of the Company), and no tax deficiency has been determined adversely to the Company or any of its subsidiaries
which has had (nor does the Company nor any of its subsidiaries have any notice or knowledge of any tax deficiency which could reasonably
be expected to be determined adversely to the Company or its subsidiaries and which could reasonably be expected to have) a material adverse
effect.

      (dd) From the enactment of the Jumpstart Our Business Startups Act on April 5, 2012 through the date hereof, the Company has been and
is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “ Emerging Growth Company ”).

      (ee) The Company (a) has not engaged in any Testing-the-Waters Communication and (b) has not authorized anyone to engage in
Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications. “
Testing-the-Waters Communication ” means any oral or written communication with potential investors undertaken in reliance on
Section 5(d) of the Securities Act. “ Written Testing-the-Waters Communication ” means any Testing-the-Waters Communication that is a
written communication within the meaning of Rule 405 under the Securities Act.

      2. Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the
basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to
purchase from the Company at $           per share (the “ Purchase Price ”) the number of Firm Shares (subject to such adjustments to eliminate
fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such Underwriter.

     On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company
agrees to sell to

                                                                         10
the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up
to         Additional Shares at the Purchase Price, provided , however , that the amount paid by the Underwriters for any Additional Shares
shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on
such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written
notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be
purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day
after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of
such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in
connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “ Option Closing Date ”),
each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate
fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option
Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of
Firm Shares.

      3. Terms of Public Offering . The Company is advised by you that the Underwriters propose to make a public offering of their respective
portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The
Company is further advised by you that the Shares are to be offered to the public initially at $     per share (the “ Public Offering Price ”) and
to certain dealers selected by you at a price that represents a concession not in excess of $    per share under the Public Offering Price, and
that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $         per share, to any Underwriter or to certain
other dealers.

      4. Payment and Delivery. Payment for the Firm Shares shall be made to the Company in federal or other funds immediately available in
New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time,
on         , 2012 1 , or at such other time on the same or such other date, not later than    , 2012, 2 as shall be designated in writing by you
and the Company. The time and date of such payment are hereinafter referred to as the “ Closing Date .”


1     Three business days after the offering is priced (T+3).
2     Five business days after the offering is priced (T+5).

                                                                         11
      Payment for any Additional Shares shall be made to the Company in federal or other funds immediately available in New York City
against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the
date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later
than         , 2012, 3 as shall be designated in writing by you and the Company.

       The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not
later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and
Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of
the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the
Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

      5. Conditions to the Underwriters’ Obligations . The obligations of the Company to sell the Shares to the Underwriters and the several
obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration
Statement shall have become effective not later than 5:00 p.m. (New York City time) on the date hereof.

     The several obligations of the Underwriters are subject to the following further conditions:

     (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:
           (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or
     of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities
     of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for
     purposes of Section 3(a)(62) of the Exchange Act; and
           (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or
     otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time
     of Sale



3     Ten business days after the expiration of the greenshoe option.

                                                                        12
     Prospectus as of the date of this Agreement that, in your judgment, is material and adverse and that makes it, in your judgment,
     impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus.

      (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of
the Company, to the effect set forth in Section 5(a) above and to the effect that the representations and warranties of the Company contained in
this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the
conditions on its part to be performed or satisfied hereunder on or before the Closing Date.

     The officer signing and delivering such certificate may rely upon his or her knowledge as to proceedings threatened.

      (c) The Underwriters shall have received on the Closing Date an opinion and a negative assurances letter of Bingham McCutchen LLP,
outside counsel for the Company, dated the Closing Date, each in the form mutually agreed.

     (d) The Underwriters shall have received on the Closing Date an opinion and a negative assurances letter of Davis Polk & Wardwell LLP,
counsel for the Underwriters, dated the Closing Date, covering such matters as requested by the Underwriters.

     With respect to the opinion and negative assurances letter of Bingham McCutchen LLP and to the opinion and negative assurances letter
of Davis Polk & Wardwell LLP, such opinions and letters may state that their opinions and beliefs are based upon their participation in the
preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and
review and discussion of the contents thereof, but are without independent check or verification, except as specified.

    The opinion of Bingham McCutchen LLP described in Section 5(c) above shall be rendered to the Underwriters at the request of the
Company and shall so state therein.

      (e) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing
Date, as the case may be, in form and substance satisfactory to the Underwriters, from PricewaterhouseCoopers LLP, independent public
accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with
respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and
the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.

                                                                       13
       (f) The “lock-up” agreements between you certain stockholders and all officers and directors of the Company relating to sales and certain
other dispositions of shares of the Company’s capital stock or certain other securities, delivered to you on or before the date hereof, shall be in
full force and effect on the Closing Date.

     The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable
Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due
authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such
Additional Shares.

     6. Covenants of the Company . The Company covenants with each Underwriter as follows:

      (a) To furnish to you, without charge, five signed copies of the Registration Statement (including exhibits thereto) and for delivery to
each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish to you in New York City,
without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period
mentioned in Section 6(e) or 6(f) below, as many copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments
thereto or to the Registration Statement as you may reasonably request.

      (b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to you a copy
of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object,
and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be
filed pursuant to such Rule.

    (c) To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the
Company and not to use or refer to any proposed free writing prospectus to which you reasonably object.

     (d) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to
Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise
would not have been required to file thereunder.

                                                                        14
       (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to
prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale
Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition
exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if,
in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable
law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either
amendments or supplements to the Time of Sale Prospectus so that (i) when such amended or supplemented Time of Sale Prospectus is
delivered to a prospective purchaser the statements therein will not, in the light of the circumstances under which they are made, be misleading,
(ii) the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement or (iii) the Time of Sale
Prospectus, as amended or supplemented, will comply with applicable law.

      (f) If, during such period after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters the
Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection
with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the
Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred
to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is
necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at
its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Shares may
have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the
Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the
Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, be misleading or so that
the Prospectus, as amended or supplemented, will comply with applicable law.

     (g) To endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably
request.

                                                                         15
      (h) To make generally available to the Company’s security holders and to you as soon as practicable an earning statement covering a
period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement which shall
satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.

     (i) The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such
proceeds to any subsidiary, joint venture partner or other Person:
                (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such
           funding or facilitation, is the subject of Sanctions; or
                 (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the
           offering, whether as underwriter, advisor, investor or otherwise).

       (j) The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior
to the later of (a) completion of the distribution of the Securities within the meaning of the Securities Act and (b) completion of the 180-day
restricted period referred to in Section 6(k) hereof.

      (k) The Company also covenants with each Underwriter that, without the prior written consent of Morgan Stanley & Co. LLC (“Morgan
Stanley”) on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) 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 Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled
by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating
to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock.

     The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the
Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof
of which the Underwriters have been advised in writing (including any description thereof in the Registration

                                                                         16
Statement), or grants of stock options or restricted stock in accordance with the terms of a plan in effect on the Closing Date and described in
the Time of Sale Prospectus or the issuance by the Company of shares of Common Stock upon the exercise thereof, provided that the Company
shall cause each recipient of such grant or issuance to execute and deliver to the Representatives a “lock-up” agreement, (c) the filing by the
Company of a registration statement with the Commission 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 described in the Time of Sale Prospectus, (d) the sale or issuance of or entry into an agreement to sell or
issue shares of Common Stock (or options, warrants or convertible securities relating to shares of Common Stock) in connection with bona fide
mergers or acquisitions, joint ventures, commercial relationships or other strategic transactions (whether by means of merger, stock purchase,
asset purchase or otherwise); provided, that the aggregate number of shares of Common Stock (or options, warrants or convertible securities
relating to shares of Common Stock) that the Company may sell or issue or agree to sell or issue pursuant to this clause (d) shall not exceed
10% of the total number of shares of the Company’s Common Stock (or options, warrants or convertible securities relating to shares of
Common Stock) issued and outstanding immediately following the completion of the transactions contemplated by this agreement and the
recipients of such shares or other securities agree to be bound by the restrictions contained in the preceding paragraph or (e) the establishment
of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), for the transfer of
shares of Common Stock, provided that such plan does not provide for the transfer of 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 the undersigned or the Company. Notwithstanding the foregoing, if (1) during the last 17 days of the restricted period the Company
issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the restricted
period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period,
the restrictions imposed by this agreement 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. The Company shall promptly notify Morgan Stanley of any earnings
release, news or event that may give rise to an extension of the initial 180-day restricted period.

     7. Covenants of the Underwriters . Each Underwriter severally covenants with the Company not to take any action that would result in
the Company being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or
on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the
Underwriter.

                                                                       17
       8. Expenses . Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the
Company agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the
fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the registration and delivery of
the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement,
any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or
referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the
mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses
related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) all expenses in
connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing
fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification, (iv) all filing fees and the
reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the
Shares by FINRA, (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to
the Common Stock and all costs and expenses incident to listing the Shares on The NASDAQ Stock Market, (vi) the cost of printing
certificates representing the Shares, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the
Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares,
including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with
the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations
with the prior approval of the Company, reasonable and documented travel and lodging expenses of the representatives and officers of the
Company and any such consultants in connection with the road show presentations, and the cost of any aircraft chartered in connection with the
road show to the extent the amount of such chartered aircraft expense was previously approved by the Company, (ix) the document production
charges and expenses associated with printing this Agreement and (x) all other costs and expenses of the Company incident to the performance
of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood and agreed, however,
that except as provided in this Section, Section 9 entitled “Indemnity and Contribution” and the last paragraph of Section 11 below, the
Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale
of any of the Shares by them and any advertising expenses connected with any offers they may make.

                                                                         18
      9. Indemnity and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who
controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of
any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or
claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment
thereof, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the
Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or
the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are
caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter
furnished to the Company in writing by such Underwriter through you expressly for use therein.

      (b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Company’s directors, the
officers of the Company who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or
claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment
thereof, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the
Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or
the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any
omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not
misleading, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter
through you expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing
prospectus or the Prospectus or any amendment or supplement thereto.

     (c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which
indemnity may be

                                                                       19
sought pursuant to Section 9(a) or 9(b), such person (the “ indemnified party ”) shall promptly notify the person against whom such indemnity
may be sought (the “ indemnifying party ”) in writing, and the indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party
shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless
(i) the indemnifying party and the indemnified party shall have mutually agreed in writing to the reimbursement of such counsel’s fees by the
indemnifying party or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and
the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate
firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are
incurred. Such firm shall be designated in writing by the Representatives, in the case of parties indemnified pursuant to Section 9(a), and by the
Company, in the case of parties indemnified pursuant to Section 9(b). The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.
No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the
subject matter of such proceeding.

      (d) To the extent the indemnification provided for in Section 9(a) or 9(b) is unavailable to an indemnified party or insufficient in respect
of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such Section, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the
one hand and the indemnified party or parties on the other hand from the offering of the Shares or (ii) if the allocation provided by
clause 9(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause 9(d)(i) above but also the

                                                                         20
relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with
the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the
Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Shares (before deducting expenses)
received by the Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the
table on the cover of the Prospectus, bear to the aggregate Public Offering Price of the Shares. The relative fault of the Company on the one
hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by
the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. The Underwriters’ respective obligations to contribute pursuant to this Section 9 are several in proportion to the respective number of
Shares they have purchased hereunder, and not joint.

      (e) The Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 9 were
determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation
that does not take account of the equitable considerations referred to in Section 9(d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages and liabilities referred to in Section 9(d) shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 9, no Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of
any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 are not
exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

       (f) The indemnity and contribution provisions contained in this Section 9 and the representations, warranties and other statements of the
Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement,
(ii) any investigation

                                                                       21
made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter, or by or on behalf of the
Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Shares.

      10. Termination . The Underwriters may terminate this Agreement by notice given by you to the Company, if after the execution and
delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the
case may be, any of the New York Stock Exchange LLC, NYSE Amex LLC or The Nasdaq Stock Market LLC, (ii) trading of any securities of
the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement,
payment or clearance services in the United States shall have occurred, (iv) any moratorium on commercial banking activities shall have been
declared by federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in
financial markets or any calamity or crisis that, in your judgment, is material and adverse and which, singly or together with any other event
specified in this clause (v), makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Shares on
the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus.

      11. Effectiveness; Defaulting Underwriters . This Agreement shall become effective upon the execution and delivery hereof by the parties
hereto.

       If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to
purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be
purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite
their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting
Underwriters, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to
purchase pursuant to this Agreement be increased pursuant to this Section 11 by an amount in excess of one-ninth of such number of Shares
without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm
Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of
Firm Shares to be purchased on such date, and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not
made within 36 hours after such default, this

                                                                        22
Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either you or the
Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if
any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be
effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate
number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to
be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to
purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such
non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall
not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

        If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to
comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its
obligations under this Agreement (which, for the purposes of this Section 11, shall not include termination by the Underwriters under items (i),
(iii), (iv) and (v) of Section 10), the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with
respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by
such Underwriters in connection with this Agreement or the offering contemplated hereunder.

      12. Entire Agreement . (a) This Agreement, together with the letter agreement dated the date hereof between the Company and the
Representatives (the “ Side Letter Agreement ”) and any other contemporaneous written agreements and any prior written agreements (to the
extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company and
the Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the
offering, and the purchase and sale of the Shares.

      (b) The Company acknowledges that in connection with the offering of the Shares: (i) the Underwriters have acted at arms length with,
are not agents of and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those duties
and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the
Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any
claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares.

                                                                        23
       13. Counterparts . This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument.

     14. Applicable Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

    15. Headings . The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be
deemed a part of this Agreement.

      16. Notices . All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be
delivered, mailed or sent to Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk,
with a copy to the Legal Department, and Deutsche Bank Securities Inc., 60 Wall Street, 11th Floor, New York, New York 10005, Attention:
Equity Syndicate Desk, with a copy to the Legal Department; and if to the Company shall be delivered, mailed or sent to KAYAK Software
Corporation, 55 North Water Street, Suite 1, Norwalk, Connecticut 06854, Attention: General Counsel.

                                                           [Signature Page Follows]

                                                                      24
                                                                                   Very truly yours,

                                                                                   KAYAK SOFTWARE CORPORATION

                                                                                   By:
                                                                                         Name:
                                                                                         Title:

Accepted as of the date hereof

MORGAN STANLEY & CO. LLC
DEUTSCHE BANK SECURITIES INC.

Acting severally on behalf of themselves and the several
  Underwriters named in Schedule I hereto.

By:     MORGAN STANLEY & CO. LLC

By:
        Name:
        Title:

By: DEUTSCHE BANK SECURITIES INC.

By:
      Name:
      Title:

By:
      Name:
      Title:

                                                 [Signature Page to Underwriting Agreement]
                                                                  SCHEDULE I

                                                 Number of Firm
                                                  Shares To Be
Underwriter                                        Purchased
Morgan Stanley & Co. LLC
Deutsche Bank Securities Inc.
Pacific Crest Securities LLC
Piper Jaffray & Co.
Stifel, Nicolaus & Company, Incorporated
     Total:



                                           I-1
                                                                                                                                 SCHEDULE II

                                                           Time of Sale Prospectus

1.   Preliminary Prospectus issued [date]
2.   [identify all free writing prospectuses filed by the Company under Rule 433(d) under the Securities Act]
3.   [free writing prospectus containing a description of terms that does not reflect final terms, if the Time of Sale Prospectus does not include
     a final term sheet]
4.   [orally communicated pricing information if a final term sheet is not used]
                                                                                                                                     Exhibit 3.9

                                                     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 the laws of the State of Delaware (the “ Corporation ”),
DOES HEREBY CERTIFY:

      FIRST: The name of the Corporation is “KAYAK Software Corporation”. The date of filing the original Certificate of Incorporation of
the Corporation with the Secretary of State of the State of Delaware was January 14, 2004, originally incorporated under the name “Travel
Search Company, Inc.”, which was amended and restated with the Secretary of State of the State of Delaware on December 20, 2007, and
further amended by Certificates of Amendment filed with the Secretary of State of the State of Delaware on April 15, 2008, October 16,
2008, November 13, 2009, February 12, 2010, October 1, 2010, December 22, 2011, February 10, 2012, and April 19, 2012 (the “ Existing
Certificate of Incorporation ”).

     SECOND: This Amended and Restated Certificate of Incorporation (this “ Certificate of Incorporation ”) has been duly approved by the
Board of Directors of the Corporation.

      THIRD: This Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the
General Corporation Law of the State of Delaware (the “ DGCL ”), and notice thereof has been given in accordance with the provisions of
Section 228 of the DGCL.

      FOURTH: Pursuant to Section 103(d) of the DGCL, immediately upon acceptance of this Certificate of Incorporation for filing by the
Secretary of State of the State of Delaware (the “ Effective Time ”) the Existing Certificate of Incorporation shall be amended, integrated and
restated to read in full as follows:


                                                                ARTICLE ONE

     The name of the Corporation is KAYAK Software Corporation.


                                                               ARTICLE TWO

     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.
                                                              ARTICLE THREE

     The nature of the business or purpose of the Corporation is to engage in any lawful act or activity for which corporations may be
organized under the DGCL.


                                                               ARTICLE FOUR

       Prior to the Reclassification (as defined below) (i) the Corporation is authorized to issue two classes of shares, designated as “Common
Stock” and “Preferred Stock”, (ii) the total number of shares of Common Stock which the Corporation is authorized to issue is 50,000,000
shares, and the par value of each of the shares of Common Stock is one tenth of one cent ($.001) (the “ Pre-IPO Common Stock ”) and (iii) the
total number of shares of Preferred Stock which the Corporation is authorized to issue is 26,876,384 shares, and the par value of each of the
shares of Preferred Stock is one tenth of one cent ($.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 authorized at any time prior to the
Reclassification are sometimes referred to herein, collectively, as the “ Pre-IPO Preferred Stock ”.

      Upon and after the Reclassification, the Corporation is authorized to issue shares of capital stock to be designated, respectively, “Class A
Common Stock,” “Class B Common Stock” and “Preferred Stock.” Upon and after the Reclassification, the total number of shares of capital
stock that the corporation is authorized to issue is 205,000,000 shares, consisting of: 150,000,000 shares of Class A Common Stock, par value
$.001 per share (the “ Class A Common Stock ”), 50,000,000 shares of Class B Common Stock, par value $.001 per share (the “ Class B
Common Stock ”), and 5,000,000 shares of Preferred Stock, par value $.001 per share (the “ Post-IPO Preferred Stock ”). After the
Reclassification, the number of authorized shares of Class A Common Stock, Class B Common Stock or Post-IPO Preferred 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
voting power of all of the outstanding 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 DGCL; provided that, if so provided in a certificate of designation with respect to any series of Post-IPO
Preferred Stock, any increase or decrease in the number of authorized shares of Post-IPO Preferred Stock may, in addition to the foregoing
vote, also require a separate vote of a specified number of votes applicable to one or more outstanding series of Post-IPO Preferred Stock.

                                                                        2
      Immediately following the mandatory conversion of the Convertible Preferred Stock occurring pursuant to Section B.2(e)(xv)(A) of
Article Four, each share of the Corporation’s Pre-IPO Common Stock issued and outstanding or held as treasury stock at such time (including
for this purpose each share of Pre-IPO Common Stock issued or issuable as a result of such mandatory conversion in respect of any Convertible
Preferred Stock issued and outstanding immediately prior thereto), shall, automatically and without further action by any stockholder, be
reclassified as, converted into and shall become, one share of Class B Common Stock (the “ Reclassification ”), and such shares of Class B
Common Stock shall be deemed to be issued and outstanding of record as of such conversion. Upon the Reclassification, each share of Pre-IPO
Common Stock (including each share of Pre-IPO Common Stock issued or issuable as a result of such mandatory conversion occurring
pursuant to Section B.2(e)(xv)(A) of Article Four) and all rights with respect thereto will terminate, except only the rights of the holders
thereof, upon surrender of their certificate or certificates therefore (or, if applicable, certificates for the Convertible Preferred Stock which
converted into Pre-IPO Common Stock pursuant to the mandatory conversion occurring pursuant to Section B.2(e)(xv)(A) of Article Four), to
receive certificates for the number of shares of Class B Common Stock into which such shares of Pre-IPO Common Stock have been
reclassified as and converted into. Any stock certificate that immediately prior to the Reclassification represented shares of Pre-IPO Common
Stock (or, if applicable, certificates for the Convertible Preferred Stock which converted into Pre-IPO Common Stock pursuant to the
mandatory conversion occurring pursuant to Section B.2(e)(xv)(A) of Article Four) shall from and after the Effective Time be deemed to
represent shares of Class B Common Stock, without the need for surrender or exchange thereof. 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.

      Immediately following the Reclassification, the provisions in Section A.2 of Article Four in this Certificate of Incorporation and the
provisions in Section B.2 of Article Four in this Certificate of Incorporation shall automatically terminate and be of no further force or effect.

             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. As used in the following provisions of this Article Four, (i) prior
to the Reclassification the term “ Common Stock ” means the Pre-IPO Common Stock and the term “ Preferred Stock ” means the Pre-IPO
Preferred Stock and (ii) from and after the Reclassification, the term “ Common Stock ” means, collectively, the Class A Common Stock and
the Class B Common Stock and the term “ Preferred Stock ” means the Post-IPO Preferred Stock.

A.    RIGHTS OF THE COMMON STOCK .
      Section 1. General . The voting, dividend and liquidation rights of the holders of Common Stock are subject to and qualified by the rights
of the holders of the Preferred Stock as may be designated by the Board of Directors.

                                                                          3
      Section 2. Common Stock Prior to the Reclassification . Prior to the Reclassification, the Common Stock shall have the following rights,
powers, privileges and restrictions, qualifications and limitations; immediately following the Reclassification, all provisions of Section A.2 of
Article Four shall automatically terminate and be of no further force or effect:

            (a) Voting Rights . 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
DGCL.

           (b) 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 therefor if, as and when determined by the Board of Directors.

             (c) Liquidation . Upon a Liquidation Event (as defined in Section B.2(c)(i) of Article Four 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.

    Section 3. Common Stock as of and After the Reclassification . A statement of the designations of each class of Common Stock and the
powers, preferences and rights and qualifications, limitations or restrictions thereof, as of and after the Reclassification, is as follows:

            (a) Voting Rights .

                   (i) Except as otherwise provided herein or by applicable law, the holders of shares of Class A Common Stock and Class B
Common Stock shall at all times vote together as one class on all matters (including the election of directors) submitted to a vote or for the
consent of the stockholders of the Corporation.

                   (ii) Each holder of shares of Class A Common Stock shall be entitled to one (1) vote for each share of Class A Common
Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation.

                   (iii) Each holder of shares of Class B Common Stock shall be entitled to ten (10) votes for each share of Class B Common
Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation.

           (b) Dividends . Subject to the preferences applicable to any series of Preferred Stock, if any, outstanding at any time, the holders of
Class A Common Stock and the holders of Class B Common Stock shall be entitled to share equally, on a per share basis, in such dividends
and other distributions of cash, property or shares of stock of the Corporation as may be declared by

                                                                          4
the Board of Directors from time to time with respect to the Common Stock out of assets or funds of the Corporation legally available therefor;
provided , however , that in the event that such dividend is paid in the form of shares of Common Stock or rights to acquire Common Stock, the
holders of Class A Common Stock shall receive Class A Common Stock or rights to acquire Class A Common Stock, as the case may be, and
the holders of Class B Common Stock shall receive Class B Common Stock or rights to acquire Class B Common Stock, as the case may be.

           (c) Liquidation . Subject to the preferences applicable to any series of Preferred Stock, if any outstanding at any time, in the event of
the voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Corporation, the holders of Class A Common
Stock and the holders of Class B Common Stock shall be entitled to share equally, on a per share basis, all assets of the Corporation of
whatever kind available for distribution to the holders of Common Stock.

        (d) Subdivision or Combinations . If the Corporation in any manner subdivides or combines the outstanding shares of one class of
Common Stock, the outstanding shares of the other class of Common Stock will be subdivided or combined in the same manner.

           (e) Equal Status . Except as expressly provided in this Article Four, Class A Common Stock and Class B Common Stock shall have
the same rights and privileges and rank equally, share ratably and be identical in all respects as to all matters.

            (f) Conversion .

                   (i) Certain Defined Terms . As used in this Section A.3(f) of Article Four, the following terms shall have the following
meanings:

                        (A) “ Affiliate ” means any corporation, partnership, limited liability company, business trust, or other entity
Controlling, Controlled by or under common Control with the Corporation.

                          (B) “ Class B Stockholder ” shall mean (a) the registered holder of a share of Class B Common Stock at the time of the
Reclassification and (b) the initial registered holder of any shares of Class B Common Stock that were originally issued by the Corporation
after the Reclassification.

                      (C) “ Control ” means the possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

                         (D) “ Founder ” means, at any time, either Daniel Stephen Hafner or Paul M. English, each as a natural living person,
if at such time such person is (i) an employee of the Corporation and/or any of its Affiliates, (ii) a member of the Board of Directors and/or
(iii) otherwise providing services to the Corporation and/or any of its Affiliates pursuant, for the purposes of this definition only, to a written
agreement which has been approved by the Board of Directors and which specifically states that the provision of such services qualifies such
person as a Founder hereunder.

                                                                         5
                        (E) “ Permitted Entity ” shall mean, with respect to any individual Class B Stockholder, any trust, partnership, or
limited liability company specified in Section A.3(f)(iii)(A)(3) of this Article Four established by or for such individual Class B Stockholder,
so long as such entity meets the requirements of the exception set forth in Section A.3(f)(iii)(A)(3) of this Article Four applicable to such
entity.

                           (F) “ Transfer ” of a share of Class B Common Stock shall mean any sale, assignment, transfer, conveyance,
hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such share, whether or not for value and
whether voluntary or involuntary or by operation of law. A “ Transfer ” shall also include, without limitation, a transfer of a share of Class B
Common Stock to a broker or other nominee (regardless of whether or not there is a corresponding change in beneficial ownership), or the
transfer of, or entering into a binding agreement with respect to, Voting Control over a share of Class B Common Stock by proxy or otherwise;
provided , however , that the following shall not be considered a “ Transfer ”: (A) the granting of a proxy to officers or directors of the
Corporation at the request of the Board of Directors of the Corporation in connection with actions to be taken at an annual or special meeting of
stockholders; or (B) a pledge of shares of Class B Common Stock by a Class B Stockholder that creates a mere security interest in such shares
pursuant to a bona fide loan or indebtedness transaction so long as the Class B Stockholder continues to exercise Voting Control over such
pledged shares, except that a foreclosure on such shares of Class B Common Stock or other similar action by the pledgee shall constitute a “
Transfer ”.

                          (G) “ Voting Control ” with respect to a share of Class B Common Stock shall mean the power (whether exclusive or
shared) to vote or direct the voting of such share of Class B Common Stock by proxy, voting agreement or otherwise.

                  (ii) Right to Convert . Each share of Class B Common Stock shall be convertible into one (1) fully paid and nonassessable
share of Class A Common Stock at the option of the holder thereof at any time upon written notice to the transfer agent of the Corporation.
Such conversion shall be deemed to have been made at 5:00 p.m., New York City time, on the date that such notice is received by the transfer
agent of the Corporation.

                    (iii) Automatic Conversion of Specific Shares . Each one (1) share of Class B Common Stock shall automatically, without
any further action, convert into one (1) fully paid and nonassessable share of Class A Common Stock upon the earliest of:

                        (A) a Transfer of such share, with such conversion being deemed to have occurred at the time of such Transfer;
provided that no such automatic conversion shall occur upon a Transfer:
                              (1) from any Class B Stockholder to a Founder or to one or more of a Founder’s Permitted Entities;
                             (2) from any Class B Stockholder that is not a natural person to any partnership or limited liability company
                        which is Controlled by, or under common

                                                                        6
Control with, such Class B Stockholder, provided that such Class B Stockholder or, if applicable, the entity Controlling
such Class B Stockholder at the time of such Transfer (the “ Original Controlling Entity ”) has legally enforceable
rights, such that such Class B Stockholder or Original Controlling Entity retains sole dispositive power and exclusive
Voting Control with respect to the shares of Class B Common Stock so Transferred, provided further that in the event
such Class B Stockholder, or if applicable such Original Controlling Entity, no longer has sufficient legally
enforceable rights to ensure such Class B Stockholder, or if applicable such Original Controlling Entity, shall retain
sole dispositive power and exclusive Voting Control with respect to such shares of Class B Common Stock, then each
such share of Class B Common Stock shall then automatically convert into one (1) fully paid and nonassessable share
of Class A Common Stock;
      (3) by a Class B Stockholder who is a natural person to any of the following Permitted Entities, and from any of
the following Permitted Entities back to such Class B Stockholder and/or any other Permitted Entity established by or
for such Class B Stockholder:
           a) a trust for the benefit of such Class B Stockholder or persons other than such Class B Stockholder so
     long as such Class B Stockholder has sole dispositive power and exclusive Voting Control with respect to the
     shares of Class B Common Stock held by such trust; provided such Transfer does not involve any payment of
     cash, securities, property or other consideration (other than an interest in such trust) to such Class B Stockholder
     and, provided , further , that in the event such Class B Stockholder no longer has sole dispositive power and
     exclusive Voting Control with respect to the shares of Class B Common Stock held by such trust, each share of
     Class B Common Stock then held by such trust shall automatically convert into one (1) fully paid and
     nonassessable share of Class A Common Stock;
            b) an Individual Retirement Account, as defined in Section 408(a) of the Internal Revenue Code, or a
     pension, profit sharing, stock bonus or other type of plan or trust of which such Class B Stockholder is a
     participant or beneficiary and which satisfies the requirements for qualification under Section 401 of the Internal
     Revenue Code; provided that in each case such Class B Stockholder has sole dispositive power and exclusive
     Voting Control with respect to the shares of Class B Common Stock held in such account, plan or trust; provided
     , further , that in the event such Class B Stockholder no longer has sole dispositive power and exclusive Voting
     Control with respect to the shares of Class B Common Stock held by such account, plan or trust, each share of
     Class B Common Stock then held by such account, plan or trust shall automatically convert into one (1) fully
     paid and nonassessable share of Class A Common Stock;
           c) a corporation in which such Class B Stockholder directly, or indirectly through one or more Permitted
     Entities, owns shares with sufficient Voting Control in the corporation, or otherwise has legally enforceable
     rights, such that such Class B Stockholder retains sole dispositive power and exclusive Voting Control with
     respect to the shares of Class B Common Stock held

                                               7
                              by such corporation; provided that in the event such Class B Stockholder no longer owns sufficient shares or no
                              longer has sufficient legally enforceable rights to ensure such Class B Stockholder shall retain sole dispositive
                              power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such
                              corporation, each share of Class B Common Stock then held by such corporation shall automatically convert into
                              one (1) fully paid and nonassessable share of Class A Common Stock;
                                    d) a partnership in which such Class B Stockholder directly, or indirectly through one or more Permitted
                              Entities, owns partnership interests with sufficient Voting Control in the partnership, or otherwise has legally
                              enforceable rights, such that such Class B Stockholder retains sole dispositive power and exclusive Voting
                              Control with respect to the shares of Class B Common Stock held by such partnership; provided that in the event
                              the Class B Stockholder no longer owns sufficient partnership interests or no longer has sufficient legally
                              enforceable rights to ensure such Class B Stockholder shall retain sole dispositive power and exclusive Voting
                              Control with respect to the shares of Class B Common Stock held by such partnership, each share of Class B
                              Common Stock then held by such partnership shall automatically convert into one (1) fully paid and
                              nonassessable share of Class A Common Stock; or
                                     e) a limited liability company in which such Class B Stockholder directly, or indirectly through one or
                              more Permitted Entities, owns membership interests with sufficient Voting Control in the limited liability
                              company, or otherwise has legally enforceable rights, such that such Class B Stockholder retains sole dispositive
                              power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such limited
                              liability company; provided that in the event such Class B Stockholder no longer owns sufficient membership
                              interests or no longer has sufficient legally enforceable rights to ensure such Class B Stockholder shall retain sole
                              dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by
                              such limited liability company, each share of Class B Common Stock then held by such limited liability company
                              shall automatically convert into one (1) fully paid and nonassessable share of Class A Common Stock.

                          (B) at 5:00 p.m., New York City time, on the date specified by a written notice and certification request of the
Corporation to the holder of such share of Class B Common Stock requesting a certification, in a form satisfactory to the Corporation, verifying
such holder’s ownership of Class B Common Stock and confirming that a conversion to Class A Common Stock has not occurred, which date
shall not be less than sixty (60) calendar days after the date of such notice and certification request; provided that no such automatic conversion
pursuant to this Section A.3(f)(iii)(B) of Article Four shall occur in the case of a Class B Stockholder or a Permitted Entity of such Class B
Stockholder, as applicable, that furnishes a certification satisfactory to the Corporation prior to the specified date.

                                                                        8
                   (iv) Automatic Conversion on Death. Each share of Class B Common Stock held of record by a Class B Stockholder who is
a natural person, or by such Class B Stockholder’s Permitted Entities, shall automatically, without any further action, convert into one (1) fully
paid and nonassessable share of Class A Common Stock upon the death of such Class B Stockholder.

                    (v) Final Automatic Conversion of All Class B Shares . Each outstanding share of Class B Common Stock shall
automatically, and without further action by the Corporation or its stockholders, convert into one (1) fully paid and nonassessable share of
Class A Common Stock at 5:00 p.m., New York City time, on the seven (7) year anniversary date of the Reclassification, provided , however ,
that the date of such automatic conversion pursuant to this Section A.3(f)(v) of Article Four may, from time to time, be postponed to a later
date, but not revised to an earlier date, by a resolution adopted by the Board of Directors.

                   (vi) Policies and Procedures . The Corporation may, from time to time, establish such policies and procedures relating to the
conversion of the Class B Common Stock to Class A Common Stock and the general administration of this dual class common stock structure,
including the issuance of stock certificates with respect thereto, as it may deem necessary or advisable, and may from time to time request that
holders of shares of Class B Common Stock furnish certifications, affidavits or other proof to the Corporation as it deems necessary to verify
the ownership of Class B Common Stock and to confirm that a conversion to Class A Common Stock has not occurred. A determination by the
Secretary of the Corporation that a Transfer results in a conversion to Class A Common Stock shall be conclusive and binding.

                   (vii) Rights Upon Conversion . Any conversion of Class B Common Stock to Class A Common Stock shall occur
automatically at the applicable time specified in the preceding provisions of this Section A.3(f) of Article Four without the need for any further
action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its
transfer agent; provided however that the Corporation shall not be obligated to issue certificates evidencing the shares of Class A Common
Stock issued upon such conversion unless the certificates evidencing the applicable shares of Class B Common Stock are either delivered to the
Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or
destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection
with such certificates. Upon any conversion of Class B Common Stock to Class A Common Stock, all rights of the holder of shares of Class B
Common Stock shall cease and the person or persons in whose names or names the certificate or certificates representing the shares of Class A
Common Stock are to be issued shall be treated for all purposes as having become the record holder or holders of such shares of Class A
Common Stock. Following a conversion of any share of Class B Common Stock pursuant to this Section A.3(f) of Article Four, the reissuance
of such share of Class B Common Stock shall be prohibited, and such share shall be retired and cancelled in accordance with Section 243 of the
DGCL and the filing with the Delaware Secretary required thereby, and upon such retirement and cancellation, the authorized shares of Class B
Common Stock shall be correspondingly reduced; without limiting the foregoing, following a conversion of each outstanding share of

                                                                        9
Class B Common Stock pursuant to Section A.3(f)(v) of Article Four, the reissuance of all shares of Class B Common Stock shall be
prohibited, and such shares shall be retired and cancelled in accordance with Section 243 of the DGCL and the filing with the Delaware
Secretary required thereby, and upon such retirement and cancellation, all references to the Class B Common Stock in the Certificate of
Incorporation shall be eliminated.

            (g) Reservation of Stock . The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of
Class A Common Stock, solely for the purpose of effecting the conversion of the shares of Class B Common Stock, such number of its shares
of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Class B Common Stock
into shares of Class A Common Stock.

             (h) Future Issuances . Except for the issuance of shares of Class B Common Stock (i) as set forth in this Section A.3 of Article Four,
including with respect to dividends as provided in Section A.3(b) of Article Four and subdivisions and combinations as provided in Section
A.3(d) of Article Four, (ii) upon exercise of any stock options, warrants or other similar rights outstanding as of the Reclassification and (iii) to
the Founders pursuant to the 2012 Equity Incentive Plan of the Corporation, as the same may be amended from time to time, the Corporation
shall not at any time after the Reclassification issue any shares of Class B Common Stock unless such issuance is approved by the affirmative
vote of the holders of a majority of the outstanding shares of Class B Common Stock.

B.    PREFERRED STOCK .
      Section 1. Undesignated Preferred Stock . Following the Reclassification, to the fullest extent authorized by the DGCL, shares of
undesignated Preferred Stock may be issued from time to time in one or more series, each of such series to have such powers, designations,
preferences, and relative, participating, optional, or other special rights, if any, and such qualifications and restrictions, if any, of such
preferences and rights, as are stated or expressed in the resolution or resolutions of the Board of Directors providing for such series of
undesignated Preferred Stock. Different series of undesignated Preferred Stock shall not be construed to constitute different classes of shares
for the purposes of voting by classes unless expressly so provided in such resolution or resolutions.

      Authority is hereby granted to the Board of Directors from time to time following the Reclassification to issue the undesignated Preferred
Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions to determine and fix the powers,
designations, preferences, and relative, participating, optional, or other special rights, if any, and the qualifications and restrictions, if any, of
such preferences and rights, including without limitation dividend rights, conversion rights, voting rights (if any), redemption privileges, and
liquidation preferences, of such series of undesignated Preferred Stock (which need not be uniform among series), all to the fullest extent now
or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, such resolution or resolutions providing for the creation
or issuance of any series of undesignated Preferred Stock may provide that such series shall be superior to, rank equally with, or be junior to
any other series of undesignated Preferred Stock, all to the fullest extent permitted by law. Following the Reclassification, no resolution, vote,
or consent of the holders of the capital stock of the Corporation shall be required in

                                                                         10
connection with the creation or issuance of any shares of any series of undesignated Preferred Stock authorized by and complying with the
conditions of this Certificate of Incorporation, the right to any such resolution, vote, or consent being expressly waived by all present and future
holders of the capital stock of the Corporation.

      Any resolution or resolutions adopted by the Board of Directors pursuant to the authority vested in them by this Section B.1 of Article
Four shall be set forth in a certificate of designation along with the number of shares of stock of such series as to which the resolution or
resolutions shall apply and such certificate shall be executed, acknowledged, filed, recorded, and shall become effective, in accordance with
Section 103 of the DGCL. Unless otherwise provided in any such resolution or resolutions, the number of shares of stock of any such series to
which such resolution or resolutions apply may be increased (but not above the total number of authorized shares of the class) or decreased (but
not below the number of shares thereof then outstanding) by a certificate likewise executed, acknowledged, filed and recorded, setting forth a
statement that a specified increase or decrease therein has been authorized and directed by a resolution or resolutions likewise adopted by the
Board of Directors. In case the number of such shares shall be decreased, the number of shares so specified in the certificate shall resume the
status which they had prior to the adoption of the first resolution or resolutions.

       When no shares of any series of Preferred Stock are outstanding, either because none were issued or because none remain outstanding, a
certificate setting forth a resolution or resolutions adopted by the Board of Directors that none of the authorized shares of such series are
outstanding, and that no shares of Preferred Stock of such series will be issued, may be executed, acknowledged, filed and recorded in the same
manner as previously described and it shall have the effect of eliminating from this Certificate of Incorporation all matters set forth in the
certificate of designations with respect to such series of stock. If no shares of any such series established by a resolution or resolutions adopted
by the Board of Directors have been issued, the voting powers, designations, preferences and relative, participating, optional or other rights, if
any, with the qualifications, limitations or restrictions thereof, may be amended by a resolution or resolutions adopted by the Board of
Directors. In the event of any such amendment, a certificate which (i) states that no shares of such series have been issued, (ii) sets forth the
copy of the amending resolution or resolutions and (iii) if the designation of such series is being changed, indicates the original designation and
the new designation, shall be executed, acknowledged, filed, recorded, and shall become effective, in accordance with Section 103 of the
DGCL.

      Section 2. Convertible Preferred Stock . The Convertible Preferred Stock shall have the following rights, preferences, powers, privileges
and restrictions, qualifications and limitations; provided that immediately following the Reclassification, all provisions of Section B.2 of
Article Four shall automatically terminate and be of no further force or effect.

           (a) Voting .

                  (i) 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

                                                                        11
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.

                   (ii) Board Size . The Board of Directors of the Corporation shall be comprised of eight (8) directors; provided, however, that
if the number of Preferred Directors is, from time to time, increased from four (4) to seven (7) pursuant to Section B.2(f)(iii) of this Article
Four, the Board of Directors of the Corporation shall be comprised of eleven (11) directors.

                   (iii) 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 Section B.2(f)(iii) of this
Article Four. 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 Section B.2(f)(iii) of this Article Four. 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 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 “Preferred and Common Director”). The holders of Convertible Preferred Stock,
voting together as a single class on as-converted to Common Stock basis, 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

                                                                         12
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 election 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), (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 Preferred and Common 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), and (F) the holders of a majority of the shares of Convertible Preferred 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, 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, determined on an as-converted to Common Stock basis. 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.

                          (C) 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 Section B.2(a)(iii) of Article Four
(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

                                                                          13
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 Section B.2(a)(iii) of Article Four that are entitled to elect such director
(which, in the case of (a) the Preferred and Common 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 and (b) the Remaining
Director, shall be a majority of the outstanding votes applicable to the Convertible Preferred 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 (a) the Preferred and Common 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
and (b) the Remaining Directors, shall be a majority of outstanding votes applicable to the Convertible Preferred 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 Section B.2(a)(iii) of Article Four.

           (b) Dividends .

                   (i) Subject to Section B.2(d)(ii)(F) of this Article Four, 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 Section B.2(e) of this Article Four 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
Section B.2(b)(i) or (ii) of Article Four, (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.

                                                                        14
                    (ii) In addition to the dividends required to be paid to the holders of Convertible Preferred Stock pursuant to Section
B.2(b)(i) of this Article Four, (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 therefor, dividends at the rate
per annum equal to 6% of the Series A Original Issue Price (as defined in Section B.2(c)(i) of this Article Four) 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 therefor, dividends at the rate per
annum equal to 6% of the Series A-1 Original Issue Price (as defined in Section B.2(c)(i) of this Article Four) 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 therefor, dividends at the rate per
annum equal to 6% of the Series B Original Issue Price (as defined in Section B.2(c)(i) of this Article Four) 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 therefor, dividends at the rate per annum
equal to 6% of the Series B-1 Original Issue Price (as defined in Section B.2(c)(i) of this Article Four) 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 therefor, dividends at the rate per annum equal
to 6% of the Series C Original Issue Price (as defined in Section B.2(c)(i) of this Article Four) 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 therefor, dividends at the rate per annum equal to 6% of
the Series D Original Issue Price (as defined in Section B.2(c)(i) of this Article Four) 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 Section B.2(c) of this Article Four, (b) upon the redemption of shares of Convertible Preferred Stock
pursuant to Section B.2(f) of this Article Four 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.

           (c) Liquidation, Dissolution and Winding-up .

                   (i) 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

                                                                         15
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

                                                                         16
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.

                    (ii) 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.

                    (iii) 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 Section B.2(c)(i) of this Article Four 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 Section B.2(c)(i) of this Article Four without first having so converted such share into Common Stock.

                   (iv) 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.

                                                                        17
                    (v) 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 and (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 Section B.2(c) of Article Four (subject to the provisions of this Section B.2(c) of Article Four and
not the provisions of Section B.2(e)(vii) of this Article Four, unless Section B.2(e)(vii) of this Article Four 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 Section B.2(e)(vii) of this Article Four in lieu of receiving payment in a Liquidation
Event pursuant to this Section B.2(c) of Article Four.

                   (vi) Non-Cash Consideration .

                           (A) 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 Section B.2(c)(vi)(B) of this Article Four, 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 Section B.2(c)(vi)(B) of this Article Four, 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 Section B.2(c)(vi)(A) of Article Four to reflect
the approximate fair market value thereof, as determined by resolution of the Board of Directors of the Corporation, subject to Section
B.2(c)(vi)(B) of this Article Four.

                                                                         18
                          (B) Notwithstanding Sections B.2(c)(vi)(A) or B.2(e)(iv)(E) of this Article Four, at the election of the Requisite
Holders, the fair market value of, in the case of Section B.2(c)(vi)(A) of this Article Four, any non-cash assets or property payable to the
stockholders upon a liquidation of the Corporation, or, in the case of Section B.2(e)(iv)(E) of this Article Four, 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.

           (d) Restrictions .

                     (i) 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

                                                                        19
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 B.2(d) of Article Four 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).

                   (ii) 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:
                         (A) Amend, alter or repeal any provision of its Certificate of Incorporation or By-laws;

                                                                         20
    (B) 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;
     (C) 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;
      (D) 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);
     (E) 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
      (F) 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 Section B.2(f) of this
Article Four 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.

                                                     21
           (e) Conversion of the Convertible Preferred Stock . The holders of shares of Convertible Preferred Stock shall have the following
conversion rights:

                    (i) Right to Convert . Subject to the terms and conditions of this Section B.2(e) of Article Four, 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 Section B.2(e) of Article Four, 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 Section B.2(e) of Article Four, 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 Section B.2(e) of Article Four, 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 $1.403 per share or in case an adjustment of such price has taken
place pursuant to the further provisions of this Section B.2(e) of Article Four, 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 Section B.2(e) of
Article Four, 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 Section B.2(e) of Article Four, 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

                                                                        22
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.

                     (ii) Issuance of Certificates; Time Conversion Effected . Promptly after the receipt of the written notice referred to in
Section B.2(e)(i) of this Article Four 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.

                  (iii) 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 Section B.2(e)(i) of this Article Four 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

                                                                         23
any fractional share of Common Stock would, except for the provisions of the first sentence of this Section B.2(e)(iii) of Article Four, 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.

                     (iv) Adjustment of Applicable Conversion Price Upon Issuance of Common Stock . Except as provided in Sections B.2(e)(v)
and (vi) of this Article Four, if and whenever the Corporation shall issue or sell, or is, in accordance with Sections B.2(e)(iv)(A) through
(iv)(G) of this Article Four, 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 Section B.2(e)(iv) of Article Four, the following subsections (A) through (G) shall also be
applicable:

                          (A) 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 therefor, 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.

                                                                        24
     (B) Change in Option Price or Conversion Rate .

      (1) 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 Section B.2(e)(iv) of Article Four above, are revised (either automatically
pursuant the provisions contained therein or as a result of an amendment to such terms) to provide for either (x) 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 (y) 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 Section B.2(e)(iv)(B)(1) of Article Four shall have the effect of increasing an
Applicable Conversion Price to an amount which exceeds the lesser of (x) such Applicable Conversion Price on the original
adjustment date or (y) 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.
      (2) 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 Section B.2(e)(iv) of Article Four above (either because the
consideration per share (determined pursuant to Section B.2(e)(iv)(E) of this Article Four) 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 (x) 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 (y) 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
Section B.2(e)(iv)(A) of Article Four 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 Section
B.2(e)(iv)(B)(2) of Article Four shall have the effect of increasing the Applicable Conversion Price.
      (3) 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 Section B.2(e)(iv) of Article Four above, such Applicable Conversion Price shall
be readjusted to such

                                                    25
                  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 Section B.2(e)(iv)(B)(3) of
                  Article Four 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.

                        (C) No Further Adjustments Upon Exercise or Conversion . Except as provided in Section B.2(e)(iv)(B) of this Article
Four, 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.

                         (D) 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 Section B.2(e)(vi) of this Article Four, 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.

                          (E) Consideration for Stock . If any shares of Common Stock, Options or Convertible Securities shall be issued or sold
for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor, 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
Section 2(e)(iv) 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 Section B.2(c)(vi)(B) of this Article Four, 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

                                                                      26
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.

                          (F) 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 therefor, 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.

                         (G) 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 Section B.2(e)(iv) of Article Four.

                     (v) 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 Section B.2(e)(xv)(A) of this Article Four); (vi) equity securities (and/or options
or warrants therefor) 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 therefor) 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

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been made pursuant to Section B.2(e)(vi) of this Article Four; (ix) up to 1,562,224 shares of Common Stock (and/or warrants therefor) 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; and (x) shares of Common Stock issued, or
deemed issued, pursuant to (A) a firm commitment underwritten public offering consummated pursuant to a Registration Statement under the
Securities Act of 1933, as amended, with an effect