Docstoc

KAYAK SOFTWARE S-1 Filing

Document Sample
KAYAK SOFTWARE  S-1 Filing Powered By Docstoc
					Table of Contents

                                                        As filed with the Securities and Exchange Commission on November 17, 2010
                                                                                                                                                                       Registration No. 333-




      UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                                                                  Washington, DC 20549


                                                               Form S-1
                                                       REGISTRATION STATEMENT
                                                                                   UNDER
                                                                          THE SECURITIES ACT OF 1933


                          KAYAK SOFTWARE CORPORATION
                                                                      (Exact name of registrant as specified in its charter)


                            Delaware                                                         4700                                                     54-2139807
                 (State or other jurisdiction of                               (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
                                                                                                                                              Aggregate Offering                  Amount of
                                     Title of Each Class of Securities to be Registered                                                            Price(1)                   Registration Fee(2)
Common Stock, $0.001 par value per share                                                                                                         $50,000,000                        $3,565


(1)    Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. Includes the offering price attributable to shares available
       for purchase by the underwriters to cover over-allotments, if any.
(2)    Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.
      The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further
amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.
Table of Contents


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

PROSPECTUS (Subject to Completion)
Issued November 17 , 2010

                                                                                 SHARES
                                         KAYAK Software Corporation
                                                                    COMMON STOCK


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



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



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


                                                               PRICE $                A SHARE



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

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

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

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



MORGAN STANLEY                                                                                                 DEUTSCHE BANK SECURITIES


PIPER JAFFRAY                                                     STIFEL NICOLAUS WEISEL                                     PACIFIC CREST SECURITIES

                , 2011
Table of Contents



                                                             TABLE OF CONTENTS
                                                                Page
Prospectus Summary                                                 1
Risk Factors                                                       8
Special Note Regarding Forward-Looking Statements                 22
Use of Proceeds                                                   24
Dividend Policy                                                   24
Capitalization                                                    25
Dilution                                                          27
Selected Consolidated Financial and Operating Data                29
Management‘s Discussion and Analysis of Financial
  Condition and Results of Operations                             32
Business                                                          46
Management                                                        57
                                                               Page
Executive Compensation                                            67
Certain Relationships and Related Party Transactions              83
Principal and Selling Stockholders                                87
Description of Capital Stock                                      91
Material U.S. Federal Income Tax Considerations to
  Non-U.S. Holders                                               96
Shares Eligible for Future Sale                                 100
Underwriters                                                    102
Legal Matters                                                   107
Experts                                                         107
Where You Can Find Additional Information                       107
Index to Consolidated Financial Statements                      F-1




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

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

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

Market and Industry Data

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



Trademarks

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

                                                                        ii
Table of Contents


                                                          PROSPECTUS SUMMARY

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

                                                   KAYAK SOFTWARE CORPORATION

  Overview

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

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

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

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

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

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

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

  Our Industry

        Market Opportunity

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


                                                                        1
Table of Contents


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

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

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

        Challenges of Our Industry

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

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

  Our Strengths

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

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

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


                                                                         2
Table of Contents

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

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

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

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

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

  Our Growth Strategy

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

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

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

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


                                                                        3
Table of Contents


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

  Risks Associated with Our Business

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

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

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

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

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

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

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

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

  Corporate Information

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

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


                                                                         4
Table of Contents


                                                               THE OFFERING

   Common stock offered by Kayak Software Corporation

                                                                                       shares
   Common stock offered by the selling stockholders                                    shares
   Total common stock offered in this offering                                         shares
   Total common stock to be outstanding after this offering

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

  Except as otherwise indicated, all information in this prospectus:

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

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

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

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

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

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


                                                                        5
Table of Contents


                                SUMMARY CONSOLIDATED HISTORICAL AND OPERATING DATA

        The following summaries of our consolidated financial and operating data for the periods presented should be read in conjunction
  with ―Selected Consolidated Financial and Operating Data,‖ ―Capitalization,‖ ―Management‘s Discussion and Analysis of Financial
  Condition and Results of Operations‖ and our consolidated financial statements and the related notes included elsewhere in this prospectus.
  The summary consolidated statements of operations data for the years ended December 31, 2007, 2008 and 2009 have been derived from
  our audited financial statements included elsewhere in this prospectus. The summary consolidated statements of operations data for the
  nine months ended September 30, 2009 and September 30, 2010 and the summary consolidated balance sheet data as of September 30,
  2010 have been derived from our unaudited financial statements included elsewhere in this prospectus. In the opinion of management, the
  unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements
  and include all adjustments necessary for the fair presentation of our financial position and results of operations for these periods. The
  historical results presented below are not necessarily indicative of the results to be expected for any future period, and the results for any
  interim period may not necessarily be indicative of the results that may be expected for a full year.
                                                                                                                       Nine months ended
                                                        Years ended December 31,                                         September 30,
   Consolidated Statements of
   Operating Data:                          2007                   2008                 2009                       2009                     2010
   (in thousands except share and per share
   amounts)                                                                                                                (unaudited)
   Revenues                           $       48,444         $      112,018         $    112,698           $          86,567        $        128,280
   Costs and expenses
       Cost of revenue                          4,990                13,120               10,156                       8,071                    7,227
       Marketing                               33,624                56,841               57,389                      36,020                   69,139
       Technology                               4,292                10,382               10,708                       8,077                    9,723
       Personnel                                8,131                19,150               22,638                      16,469                   20,987
       General and administrative               2,046                 5,440                6,446                       4,562                    6,134
              Total costs and
                expenses                       53,083               104,933              107,337                      73,199                 113,210
   (Loss) income from operations               (4,639 )                7,085                5,361                     13,368                   15,070
   Other income (expense)                         271                 (1,569 )             (1,225 )                   (1,350 )                  1,244
   Income tax expense (benefit)                   —                      415               (2,776 )                    1,579                   10,156
   Net (loss) income                   $       (4,368 )      $         5,101        $      6,912           $          10,439        $           6,158

   Net (loss) income per common
     share
        Basic                          $        (1.67 )      $            (1.37 )   $          (0.92 )     $              0.05      $              (0.43 )
        Diluted                        $        (1.67 )      $            (1.37 )   $          (0.92 )     $              0.05      $              (0.43 )
   Weighted average shares
     outstanding:
        Basic                               3,860,114             4,831,777             5,223,187                 5,193,555                6,164,171
        Diluted                             3,860,114             4,831,777             5,223,187                 5,193,555                6,164,171
   Other Data:
       Adjusted EBITDA (1)             $       (1,415 )      $       18,699         $     16,188           $         21,110         $         25,178
       Capital expenditures            $        1,043        $          986         $      2,267           $          1,939         $          1,612
       Queries (2)                            238,449               434,540              458,594                    342,873                  469,048
   Consolidated Balance Sheet
     Data:
                                                                                                               September 30,             Pro Forma
                                                                                                                   2010                  as Adjusted
         Cash and cash equivalents                                                                         $         30,554
         Working capital                                                                                             50,866
         Total assets                                                                                               264,346
         Total liabilities                                                                                           36,293
         Redeemable preferred stock                                                                                 195,471
Total stockholders‘ equity       32,582


                             6
Table of Contents



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

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

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

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

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

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


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


                                                                          7
Table of Contents


                                                                 RISK FACTORS

Risks Related to Our Business and Industry

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

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

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

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

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

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

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

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

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

                                                                          8
Table of Contents

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

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

      Competition from general search engine companies could adversely affect us.

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

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

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

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

                                                                         9
Table of Contents



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

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

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

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

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

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

      Competition from other travel companies could adversely affect us.

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

      •      marketing and promotional campaigns;

      •      attracting and retaining key employees;

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

                                                                         10
Table of Contents


      •      website and systems development; and

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

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

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

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

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

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

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

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

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

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

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

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

      •      currency exchange rate fluctuations.

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

                                                                           11
Table of Contents


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

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

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

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

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

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

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

      We are dependent on the leisure travel industry.

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

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

                                                                        12
Table of Contents

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

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

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

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

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

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

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

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

                                                                       13
Table of Contents


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

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

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

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

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

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

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

                                                                         14
Table of Contents

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

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

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

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

      •      retention of employees from the businesses we acquire;

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

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

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

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

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

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

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

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

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

                                                                         15
Table of Contents

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

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

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

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

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

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

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

                                                                         16
Table of Contents


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

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

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

Risks Related to Our Intellectual Property

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

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

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

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

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

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

                                                                         17
Table of Contents

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

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

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

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

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

Risks Related to this Offering and Ownership of Our Common Stock

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

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

                                                                        18
Table of Contents



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

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

      •      traveler preferences and competition from other travel sites;

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

      •      changes in key personnel;

      •      entry into new geographic markets;

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

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

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

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

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

      •      announcements relating to litigation;

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

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

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

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

      •      changes in accounting principles.

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

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

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

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

                                                                         19
Table of Contents

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

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

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

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

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

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

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

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

                                                                         20
Table of Contents

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

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

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

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

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

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

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

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

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

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

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

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

                                                                        21
Table of Contents


                                   SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

      •      competition from other travel companies;

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

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

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

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

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

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

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

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

      •      governmental regulation and associated legal uncertainties;

      •      our ability to adequately protect our intellectual property rights;

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

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

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

                                                                           22
Table of Contents

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.‖

                                                                         23
Table of Contents


                                                              USE OF PROCEEDS

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

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

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

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

                                                              DIVIDEND POLICY

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

                                                                        24
Table of Contents


                                                               CAPITALIZATION

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

      •      on an actual basis;

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

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

     Our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other
terms of this offering determined at pricing. You should read this table together with our consolidated financial statements and the related notes
appearing elsewhere in this prospectus and the sections of this prospectus titled ―Management‘s Discussion and Analysis of Financial
Condition and Results of Operations,‖ ―Use of Proceeds‖ and ―Selected Consolidated Financial and Operating Data.‖
                                                                                                                                                  Pro
                                                                                                                                 Pro             Forma
                                                                                                                                Form               as
                                                                                                         Actual                   a             Adjusted
                                                                                                                         (unaudited)
                                                                                                              (in thousands, except share and
                                                                                                                     per share amounts)
Cash and cash equivalents                                                                            $     30,554

Convertible Preferred Stock (1 ) :
    Series A convertible preferred stock, $0.001 par value: 6,600,000 shares authorized,
      6,600,000 shares issued and outstanding, actual                                                $      6,600
    Series A-1 convertible preferred stock, $0.001 par value: 1,176,051 shares authorized,
      1,176,051 shares issued and outstanding, actual                                                       1,650
    Series B convertible preferred stock, $0.001 par value: 4,989,308 shares authorized,
      4,989,308 shares issued and outstanding, actual                                                       7,000
    Series B-1 convertible preferred stock, $0.001 par value: 2,138,275 shares authorized,
      2,138,275 shares issued or outstanding, actual                                                        3,000
    Series C convertible preferred stock, $0.001 par value: 3,897,084 shares authorized,
      3,855,180 shares issued or outstanding, actual                                                       11,500
    Series D convertible preferred stock, $0.001 par value: 8,075,666 shares authorized,
      8,008,842 shares issued and outstanding, actual                                                    165,721
Total convertible preferred stock                                                                    $ 195,471

                                                                        25
Table of Contents

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



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

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

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

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

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

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

                                                                       26
Table of Contents


                                                                    DILUTION

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

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

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

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

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

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

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

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

                                                                         27
Table of Contents


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

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

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

        •     the average price per share paid by existing stockholders and by new investors who purchase shares of common stock in this
              offering at the assumed initial public offering price of $      per share.
                                                                                                                                  Average
                                                                                                                                  Price Per
                                                         Shares Purchased                  Total Consideration                     Share
                                                       Numbe
                                                         r           Percent             Amount                  Percent
Existing stockholders                                                              $                                        $
New investors
Total                                                                   100 %                                       100 %

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

                                                                         28
Table of Contents


                                    SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

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

Consolidated Statements of Operations Data:
(in thousands, except share and per share amounts)
                                                                                                                                            Nine months
                                                               Year ended December 31,                                                   ended September 30,
                                    2005           2006                2007                  2008                 2009                 2009                2010
Revenues                        $    3,270     $    16,890       $       48,444          $    112,018         $    112,698         $     86,567      $         128,280
Costs and expenses
    Cost of revenues                   954           2,073                4,990                13,120               10,156                8,071                  7,227
    Marketing                        3,531          13,483               33,624                56,841               57,389               36,020                 69,139
    Technology                       1,778           2,433                4,292                10,382               10,708                8,077                  9,723
    Personnel                        2,742           4,691                8,131                19,150               22,638               16,469                 20,987
    General and
       administrative                1,043           1,303                 2,046                5,440                6,446                4,562                  6,134

          Total costs and
            expenses                10,048          23,983               53,083               104,933              107,337               73,199                113,210

(Loss) income from operations       (6,778 )        (7,093 )              (4,639 )               7,085                5,361              13,368                 15,070
Other income (expense)                 160             422                   271                (1,569 )             (1,225 )            (1,350 )                1,244
Income tax expense (benefit)           —               —                     —                     415               (2,776 )             1,579                 10,156

Net (loss) income               $ (6,618 )     $    (6,671 )     $        (4,368 )       $      5,101         $      6,912         $     10,439      $           6,158


Net (loss) income per common
  share:
     Basic                                                       $            (1.67 )    $          (1.37 )   $          (0.92 )   $          0.05   $            (0.43 )
     Diluted                                                     $            (1.67 )    $          (1.37 )   $          (0.92 )   $          0.05   $            (0.43 )
Weighted average shares
 outstanding:
    Basic                                                             3,860,114              4,831,777            5,223,187            5,193,555          6,164,171
    Diluted                                                           3,860,114              4,831,777            5,223,187            5,193,555          6,164,171
Other Data:
Adjusted EBITDA (1)             $ (6,223 )     $    (5,558 )     $       (1,415 )        $     18,699         $     16,188         $     21,110      $          25,178
Capital expenditures            $ 1,185        $     1,029       $        1,043          $        986         $      2,267         $      1,939      $           1,612
Queries (2)                          NA            101,943              238,449               434,540              458,594              342,873                469,048

                                                                                   29
Table of Contents

Consolidated Balance Sheet Data:
(in thousands)
                                                                                                                              September 3
                                                                                                                                   0,
                                                                        December 31,                                              2010
                                           2005             2006              2007             2008             2009
Cash and cash equivalents              $     3,162      $     3,808      $    25,061       $    23,609      $    15,950       $    30,554
Working capital                              3,332           11,754           27,984            38,453           36,019            50,866
Total assets                                 5,887           16,200          221,494           232,544          222,823           264,346
Long-term obligations (3) and
  redeemable preferred stock                15,250           29,853          225,578           220,413          196,552           200,058
Total stockholders‘ (deficit) equity       (10,287 )        (16,205 )        (18,533 )          (6,135 )          6,753            32,582

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

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

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

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

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

                                                                        30
Table of Contents


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


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

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

                                                                        31
Table of Contents


                                         MANAGEMENT’S DISCUSSION AND ANALYSIS OF
                                      FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

Overview

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

How We Generate Revenues

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

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

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

2010 Highlights and Trends

      Revenue Growth

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

                                                                        32
Table of Contents



      Brand Marketing

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

      Hotel Growth

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

      International Expansion

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

      Mobile Products

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

      Cash and Debt

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

Results of Operations

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

      Operating Metrics

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

      Queries

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

                                                                        33
Table of Contents


      Revenue per Thousand Queries

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

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

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

      Revenues for the nine months ended September 30, 2010 increased over the same period in 2009 primarily due to a 36.8% increase in
website queries. These additional queries accounted for $31.9 million of the $41.7 million increase. During the same period average revenues
per query increased 8.3%, primarily as a result of improved advertising sales. Our acquisition of swoodoo contributed $4.5 million to our
revenues for the nine months ended September 30, 2010.
                                                                                                              % increase            % increase
                                                        Year ended December 31,                              2007 to 2008          2008 to 2009
                                              2007                2008                   2009
            Distribution revenues         $    27,731         $    55,668           $      51,363                    100.7 %                (7.7 )%
                 % of total revenues           57.2%               49.7%                   45.6%
            Advertising and other
              revenues                    $    20,713         $  56,350             $  61,335                        172.1 %                  8.8 %
                 % of total revenues           42.8%             50.3%                 54.4%
            Total revenues                $    48,444         $ 112,018             $ 112,698                        131.2 %                  0.6 %
            Queries                           238,449             434,540                458,594                      82.2 %                 5.5 %
            RPM                           $       203         $       258           $        246                      26.9 %                (4.7 )%

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

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

                                                                          34
Table of Contents



      Cost of revenues

      Cost of revenues consists of fees we pay to third parties to process airfare queries and costs associated with our advertising syndication
activities. Our syndication activities consisted of text-based advertisements on other websites in exchange for a portion of the total fees
received from those advertisements. We cancelled the majority of our advertising syndication contracts in April 2009 to focus on our core
business, resulting in decreased cost of revenues.
                                                                                    Nine months ended
                                                                                      September 30,                  % (decrease)
                                                                                  2009                    2010
                                                                                          (unaudited)
                    Cost of revenues                                            $ 8,071                 $ 7,227             (10.5 )%
                         % of revenues                                            9.3%                    5.6%

      Our cost of revenues decreased for the nine months ended September 30, 2010 compared to the same period in 2009 due to the
elimination of the advertising syndication costs discussed above. These costs were $2.3 million for the nine months ended September 30, 2009.
                                                                                                     % increase      % (decrease)
                                                      Year ended December 31,                       2007 to 2008     2008 to 2009
                                              2007             2008               2009
                    Cost of revenues      $ 4,990           $ 13,120            $ 10,156                  163.0%            (22.6 )%
                         % of total
                           revenues           10.3%             11.7%               9.0%

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

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

      Marketing

      Marketing consists of online marketing and brand marketing expense. Online marketing includes search engines fees, contextual
advertising placements and affiliate marketing. Other marketing includes affiliate expense, public relations cost and other general marketing
costs. Under our affiliate marketing program, we provide our services on affiliate websites and pay them a percentage of any revenues received
from these services. Brand marketing expense includes TV, billboards and display advertisements, and creative development fees.
                                                                                         Nine months ended
                                                                                           September 30,                % increase
                                                                                   2009                      2010
                                                                                            (unaudited)
                    Online marketing fees                                       $ 30,187                  $ 32,483              7.6 %
                         % of revenues                                            34.9%                     25.3%
                    Brand marketing                                             $    706                  $ 28,877                  *
                         % of revenues                                             0.8%                     22.5%
                    Other marketing                                             $ 5,127                   $ 7,779              51.7 %
                         % of revenues                                             5.9%                      6.1%
                    Total marketing expense                                     $ 36,020                  $ 69,139             91.9 %
                         % of revenues                                            41.6%                     53.9%

           *        Amount is not meaningful.

                                                                           35
Table of Contents


      Marketing expense for the nine months ended September 30, 2010 increased $33.1 million compared to the same period in 2009
primarily due to the initial launch of our brand marketing campaign. We expect to continue to invest in brand marketing going forward, as we
are focused on increasing awareness of our brand and bringing more people to our websites and mobile applications.
                                                                                                                                    % increase
                                                                                                             % increase             (decrease)
                                                       Year ended December 31,                              2007 to 2008           2008 to 2009
                                              2007                2008                 2009
                    Online marketing
                      fees                $ 28,844            $ 48,583             $ 35,813                              68.4 %           (26.3 )%
                         % of total
                           revenues             59.5%             43.4%              31.8%
                    Brand marketing       $         42        $       0            $ 15,418                                *                      *
                         % of total
                           revenues                 *                  *                13.7%
                    Other marketing       $     4,738         $    8,258           $     6,158                           74.3 %           (25.4 )%
                         % of total
                           revenues              9.8%               7.4%                 5.5%
                    Total marketing
                      expense             $ 33,624            $ 56,841             $ 57,389                              69.0 %              1.0 %
                         % of total
                           revenues             69.4%             50.7%                 50.9%

           *        Amount is not meaningful.

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

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

      Technology

       Technology consists primarily of operation of our data centers as well as certain depreciation and amortization expense. In addition, we
also categorize minor hardware and software purchases, equipment support and third-party technology consulting or services as technology
costs.
                                                                                        Nine months ended
                                                                                          September 30,                               % increase
                                                                                 2009                             2010
                                                                                              (unaudited)
                    Technology                                              $          8,077                $        9,723                   20.4 %
                        % of revenues                                                  9.3%                          7.6%

      The inclusion of swoodoo in our overall results from May 2010 forward accounted for $0.6 million of the total $1.6 million increase in
technology costs for the nine months ended September 30, 2010 compared to the same period in 2009. The remainder is due mostly to higher
data center costs of $0.5 million.
                                                                                                                 % increase          % increase
                                                         Year ended December 31,                                2007 to 2008        2008 to 2009
                                                2007               2008                 2009
                    Technology                $ 4,292          $ 10,382            $ 10,708                              141.9 %              3.1 %
                        % of total
                          revenues                8.9%               9.3%                 9.5%
     Our technology costs remained relatively consistent between 2009 and 2008. However, technology costs increased $6.1 million between
2007 and 2008. This was caused primarily by a $2.3 million increase in our data center costs and a $3.1 million increase in depreciation and
amortization related to certain assets acquired from SideStep.

                                                                     36
Table of Contents



      Personnel

      Personnel costs consist of wages and benefits paid to our employees, stock-based compensation charges and payroll taxes and recruiting
costs. Stock-based compensation is a significant portion of our wage and benefit structure and generally increases as we hire additional people.
Many other factors can impact the total stock-based compensation expense, including the strike price, volatility and expected life of the
options, among other things. Please see the notes to our consolidated financial statements included elsewhere in this prospectus for more
information on our stock options. In October 2010, we issued approximately two million options to existing employees and as such, expect
stock-based compensation expense to increase significantly as those options vest over the next four years.
                                                                                            Nine months ended
                                                                                              September 30,               % increase
                                                                                         2009                   2010
                                                                                                (unaudited)
                    Salaries, benefits and taxes                                     $ 12,750                 $ 15,802           23.9 %
                         % of total revenues                                           14.7%                    12.3%
                    Stock-based compensation                                         $ 3,719                  $ 5,185            39.6 %
                         % of total revenues                                            4.3%                     4.0%
                    Total personnel expense                                          $ 16,469                 $ 20,987           27.4 %
                         % of total revenues                                           19.0%                    16.4%

     Salaries, benefits and taxes increased primarily due to an increase of 38 employees between September 2009 and September 2010.
Stock-based compensation increased in the nine months ended September 30, 2010 compared to the same period in 2009, due to the grant of
1,595,000 additional common stock options at a weighted average fair value of $6.41 per share.
                                                                                                          % increase      % increase
                                                           Year ended December 31,                       2007 to 2008    2008 to 2009
                                                   2007              2008                2009
                    Salaries, benefits and
                      taxes                   $ 6,392            $ 12,750            $ 17,479                   110.1%         17.7%
                         % of total
                            revenues               13.2%             11.4%               15.5%
                    Stock-based
                      compensation            $ 1,739            $    6,400          $    5,159                 303.8%         19.9%
                         % of total
                            revenues            3.6%                5.7%                4.6%
                    Total personnel           $ 8,131            $ 19,150            $ 22,638                   135.5%         18.2%
                         % of total
                            revenues               16.8%             17.1%               20.1%

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

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

                                                                               37
Table of Contents



      General and administrative

     All other operating costs are classified as general and administrative costs. The largest items in this category of expenses are legal and
accounting fees, bad debt expense and facilities expenses. In 2009 general and administrative costs also included $0.3 million of stock-based
compensation expense.
                                                                                       Nine months ended
                                                                                         September 30,                  % increase
                                                                                     2009                  2010
                                                                                            (unaudited)
                    General and administrative                                     $ 4,562                $ 6,134              34.5 %
                        % of revenues                                                5.3%                   4.8%

      General and administrative expenses increased $1.6 million for the nine months ended September 30, 2010 compared to the same period
in 2009 due to $0.5 million in acquisition related expenses and $0.5 million in higher legal and accounting fees.
                                                                                                      % increase        % increase
                                                         Year ended December 31,                     2007 to 2008      2008 to 2009
                                                  2007             2008             2009
                    General and
                      administrative             $ 2,046        $ 5,440            $ 6,446                   165.9 %           18.5 %
                        % of total revenues        4.2%           4.9%               5.7%

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

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

      Other income (expense)

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

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

      Income tax expense (benefit)

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

                                                                           38
Table of Contents



Quarterly Financial Data/Seasonality

     The following table presents consolidated financial data for each of the seven quarters in 2009 and 2010. The operating results are not
necessarily indicative of the results for any subsequent quarter.
                                                           2009 Quarters ended                                              2010 Quarters ended
                                          Mar 31          June 30           Sept 30           Dec 31              Mar 31          June 30             Sept 30
Revenues                              $ 30,732        $ 29,253            $ 26,582         $ 26,131          $ 36,745             $ 43,721        $ 47,814
Costs and expenses:
    Cost of revenues                        3,655           2,496              1,920             2,085              2,575              2,303            2,349
    Marketing                              13,638          12,519              9,863            21,369             23,809             21,963           23,367
    Technology                              2,626           2,707              2,744             2,631              2,813              3,380            3,530
    Personnel                               5,363           5,534              5,572             6,169              6,615              7,101            7,271
    General and administrative              1,570           1,575              1,417             1,884              1,570              2,009            2,555
Operating income                      $     3,880     $        4,422      $    5,066       $ (8,007 )        $       (637 )       $    6,965      $     8,742


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

Acquisitions

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

Liquidity and Capital Resources

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

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

                                                                              39
Table of Contents


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

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

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

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

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

Contractual Obligations

      Our contractual obligations as of December 31, 2009 were as follows:
                                                                                             Amounts due by period
                                                                                                (in thousands)
                                                                                   Less than             1-3           3-5            More than
                                                                  Total             1 year              years         years            5 years
Operating lease obligations                                    $ 5,044            $   1,366          $ 1,966         $ 1,232         $     480
Content licensing and technology agreements                    $ 14,631           $   7,431          $ 7,200         $    —          $      —
Total contractual cash obligations                             $ 19,675           $   8,797          $ 9,166         $ 1,232         $     480

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

Off-Balance Sheet Obligations

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

Critical Accounting Policies and Estimates

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

                                                                          40
Table of Contents

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

      Revenue Recognition

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

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

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

      Stock-Based Compensation

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

      Common Stock Valuations

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

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

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

                                                                        41
Table of Contents


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

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

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

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

      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.

                                                                         42
Table of Contents


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

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

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

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

      In 2010, we issued options to purchase shares of our common stock at the following exercise prices:
                                                                                                       Fair Value of
                    Grant Date                    Options Granted               Exercise Price        Common Stock                Intrinsic Value
February 11, 2010                                        315,000            $            11.29        $       11.29           $                —
April 29, 2010                                         1,075,000            $            13.00        $       13.00           $                —
July 22, 2010                                            205,000            $            13.00        $       14.82           $               1.82
October 7, 2010                                          140,000            $            14.82
October 20, 2010                                       2,079,590            $            14.82
October 21, 2010                                          40,000            $            15.50
November 15, 2010                                        110,000            $            16.50

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

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

                                                                       43
Table of Contents

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

      Initial Public Offering:

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

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

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

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

      Strategic Sale:

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

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

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

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

      Remain as Private Company:

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

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

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

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

      Income Taxes

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

                                                                        44
Table of Contents


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

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

         Acquisitions

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

         Recoverability of Intangible Assets, Including Goodwill

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

Quantitative and Qualitative Disclosures about Market Risk

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

         Foreign Exchange Risk

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

         Interest Rate Risk

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

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

                                                                          45
Table of Contents


                                                                   BUSINESS

Overview

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

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

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

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

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

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

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

Our Industry

      Market Opportunity

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

      Online Travel: A Large and Growing Market

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

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

                                                                        46
Table of Contents


      The Global Opportunity

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

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

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

      Key Online Travel Products

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

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

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

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

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

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

                                                                         47
Table of Contents


      Key Trends in Mobile Travel Planning

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

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

      Challenges of Our Industry

      Challenges for Consumers

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

      Challenges for Travel Suppliers and OTAs

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

Our Strengths

      KAYAK Provides a Fast, Intuitive and Comprehensive Travel Planning Experience

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

                                                                        48
Table of Contents



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

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

      KAYAK’s Users are Loyal

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

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

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

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

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

      KAYAK’s Unique Business Model is Highly Scalable

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

                                                                          49
Table of Contents



      The KAYAK Team Has Deep Industry Experience and Focus

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

Our Growth Strategy

      Continue to Improve and Expand Our Services

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

      Increase Consumer Awareness of Our Brands

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

      Grow Our Business Internationally

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

      Expand Our Position in Hotels

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

                                                                      50
Table of Contents



      Extend our Leadership Position in Mobile Applications

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

Our Brands – KAYAK, SideStep and swoodoo

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

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

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

Our Distribution and Advertising Platform

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

      Distribution Revenues

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

      Advertising Revenues

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

                                                                        51
Table of Contents


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

Technology and Infrastructure

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

      Search Capabilities

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

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

      Website Design and Hosting

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

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

      Mobile Applications and Platforms

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

                                                                       52
Table of Contents


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

      Focus on Innovation

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

      Avoid Unnecessary Complexity

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

Intellectual Property

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

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

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

Marketing

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

                                                                       53
Table of Contents



Strategic Relationships

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

      Orbitz Worldwide, Inc.

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

      Google Inc.

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

      ITA Software, Inc.

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

      Other Relationships

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

      Other significant relationships (from a revenue perspective) include:

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

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

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

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

                                                                         54
Table of Contents



Competition

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

      Competition for Users

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

      Competition for Advertisers

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

Employees

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

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

Government Regulation

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

      Air Transportation Advertising

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

                                                                          55
Table of Contents

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

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

Legal Proceedings

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

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

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

Facilities

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

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

                                                                       56
Table of Contents


                                                                  MANAGEMENT

Directors and Executive Officers

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

Daniel Stephen Hafner                                     42    Chief Executive Officer, Cofounder and Director
Paul M. English                                           47    Chief Technology Officer, Cofounder and Director
Melissa H. Reiter                                         41    Vice President of Finance
Robert M. Birge                                           40    Chief Marketing Officer
Karen Ruzic Klein                                         40    General Counsel and Corporate Secretary
Keith D. Melnick                                          41    Chief Commercial Officer
Paul D. Schwenk                                           44    Senior Vice President of Engineering
William T. O‘Donnell, Jr.                                 43    Chief Architect
Dr. Giorgos Zacharia                                      36    Chief Scientist
Dr. Christian W. Saller                                   39    Managing Director for Europe
Terrell B. Jones (1)                                      62    Director
Joel E. Cutler                                            52    Director
Michael Moritz                                            56    Director
Hendrik W. Nelis                                          46    Director
Gregory E. Slyngstad                                      54    Director

           (1)      Chairman of our board of directors.

       Executive Officers

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

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

                                                                           57
Table of Contents

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

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

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

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

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

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

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

                                                                          58
Table of Contents


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

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

      Directors

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

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

                                                                          59
Table of Contents


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

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

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

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

                                                                        60
Table of Contents



Structure of the Board of Directors

      Board Composition

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

      Board Composition Prior to Completion of this Offering

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

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

      Corporate Governance and Director Independence

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

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

                                                                         61
Table of Contents

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

Board Committees

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

      Audit Committee

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

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

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

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

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

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

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

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

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

      Compensation Committee

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

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

                                                                        62
Table of Contents


      •      reviewing succession planning for our executive officers;

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

      •      determining the compensation of our directors;

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

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

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

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

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

      Nominating and Corporate Governance Committee

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

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

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

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

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

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

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

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


                                                                         63
Table of Contents

Compensation Committee Interlocks and Insider Participation

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

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

Code of Business Conduct and Ethics

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

Board Leadership and Board’s Role in Risk Oversight

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

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

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

                                                                        64
Table of Contents



Compensation Policies and Practices and Risk Management

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

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

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

Director Compensation

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

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

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

      •      a base annual retainer of $          in cash;

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

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

                                                                          65
Table of Contents


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

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

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

                                                    Fiscal Year 2009 Director Compensation

       The following table sets forth information regarding the compensation of our non-employee directors for the most recently completed
fiscal year.
                                                          Fees Earned or             Option Awards                All Other                Total
                      Name                                 Paid in Cash                  ($) (1)               Compensation ($)             ($)
Joel E. Cutler                                                        —                         —                            —                —
Terrell B. Jones (2)                                                  —             $                                        —            $
Michael Moritz                                                        —                         —                            —                —
Hendrik W. Nelis                                                      —                         —                            —                —
Gregory E. Slyngstad (3)                                              —             $                                        —            $

      (1)    For stock options granted, the value set forth is the full grant date fair value, in accordance with FASB ASC 718. Valuation
             assumptions used to determine the fair value of the option awards are described in the notes to the financial statements appearing
             elsewhere in this prospectus.
      (2)    On May 19, 2009, we awarded Mr. Jones stock options to purchase up to 120,000 shares of our common stock having an exercise
             price of $7.50 per share and a grant date fair value of $         . Under Mr. Jones‘ stock option agreement, these options vest in 48
             equal monthly installments.
      (3)    On May 19, 2009, we awarded Mr. Slyngstad stock options to purchase up to 120,000 shares of our common stock having an
             exercise price of $7.50 per share and a grant date fair value of $          . Under Mr. Slyngstad‘s stock option agreement, these
             options vest in 48 equal monthly installments.

                                                                           66
Table of Contents


                                                        EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

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

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

      •      Melissa H. Reiter, Vice President of Finance;

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

      •      Karen Ruzic Klein, General Counsel and Secretary; and

      •      Robert M. Birge, Chief Marketing Officer.

      Historical Compensation Decisions

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

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

      Compensation Philosophy and Objectives

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

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

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

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

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

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

                                                                        67
Table of Contents


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

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

      Elements of Compensation

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

      •      base salary;

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

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

      •      other executive benefits and perquisites.

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

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

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

                                                                         68
Table of Contents


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

      Base Salary

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

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

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

      Bonus Awards

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

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

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

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

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

                                                                       69
Table of Contents


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

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

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

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

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

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

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

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

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

      Equity-Based Compensation

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

      Stock Options

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

                                                                          70
Table of Contents

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

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

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

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

      •      the competitive landscape;

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

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

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

      •      the lack of marketability of our common stock.

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

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

      Restricted Stock

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

      Fiscal Year 2009 Stock Option and Restricted Stock Awards

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

                                                                         71
Table of Contents


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




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

      Other Executive Benefits and Perquisites

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

      •      health and dental insurance;

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

      •      participation in our flexible spending plan;

      •      participation in the our 401(k) plan;

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

      •      directors‘ and officers‘ liability insurance.

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

Severance and Change-in-Control Benefits

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

                                                                         72
Table of Contents



Section 162(m) Compliance

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

Summary Compensation table

      The following table sets forth certain information regarding compensation for fiscal year 2009 awarded to or paid to our named executive
officers.
                                                                                                                    Stock        Option        All Other
                                                                                           Salary     Bonus        Awards        Awards      Compensation      Total
                    Name and Principal Position                          Year                ($)       ($)           ($)           ($)             ($)          ($)
Daniel Stephen Hafner                                                     2009
  Chief Executive Officer & Cofounder
Melissa H. Reiter                                                         2009
  Vice President of Finance
Paul M. English                                                           2009
  Chief Technology Officer & Cofounder
Karen Ruzic Klein                                                         2009
  General Counsel
Robert M. Birge                                                           2009
  Chief Marketing Officer


2009 Grants of Plan-Based Awards

        The following table sets forth certain information regarding grants of plan-based awards to our named executive officers for fiscal year
2009.
                                                                                                                               All                              Grant
                                                                                                                             Other      All Other               Date
                                                                                                                             Stock       Option                 Fair
                                                                                                                            Awards:     Awards:     Exercise    Value
                                                                                                                            Number     Number of    or Base       of
                                                         Estimated Future                     Estimated Future                  of     Securities   Price of    Stock
                                                          Payouts Under                        Payouts Under                 Shares    Underlying   Option       and
                          Grant    Approval            Non-Equity Incentive                   Equity Incentive              of Stock    Options     Awards     Option
          Name            Date       Date                  Plan Awards                          Plan Awards                    (#)          (#)      ($/Sh)    Awards
                                                                          Maximu                                 Maximu
                                                  Threshold     Target       m          Threshold   Target          m
                                                     ($)         ($)        ($)            (#)       (#)           (#)
Daniel Stephen
  Hafner
Melissa H. Reiter
Paul M. English
Karen Ruzic Klein
Robert M. Birge

                                                                                   73
Table of Contents



Outstanding Equity Awards at 2009 Fiscal Year-End

       The following table sets forth certain information regarding outstanding equity awards for each of our named executive officers as of end
of fiscal year 2009.
                                                            Option Awards                                                   Stock Awards
                                                                                                                                                  Equity
                                                                                                                                   Equity       Incentive
                                                                                                                                  Incentive        Plan
                                                                                                                                    Plan         Awards:
                                                                   Equity                                      Numbe    Market    Awards:        Market
                                                                  Incentive                                       r     Value     Number        or Payout
                                                                    Plan                                          of      of         of          Value of
                                                                  Awards:                                      Shares   Shares    Unearned      Unearned
                              Number of      Number of           Number of                                        of      of      Shares or     Shares or
                               Securities     Securities          Securities                                    Stock   Stock       Other         Other
                              Underlying     Underlying          Underlying                                     That     That      Rights         Rights
                              Unexercised    Unexercised         Unexercised        Option                      Have     Have       That           That
                                Options        Options            Unearned          Exercise     Option          Not     Not      Have Not      Have Not
                                  (#)            (#)               Options           Price      Expiration     Vested   Vested     Vested         Vested
          Name                Exercisable   Unexercisable            (#)              ($)         Date           (#)      ($)        (#)            ($)
Daniel Stephen Hafner
Melissa H. Reiter
Paul M. English
Karen Ruzic Klein
Robert M. Birge

Options Exercised and Stock Vested

       The following table sets forth stock vested pursuant to awards of restricted stock for each of our named executive officers during the
fiscal year 2009. None of our named executive officers exercised stock options during the fiscal year 2009.
                                                                                                       Stock Awards
                                                                            Number of Shares Acquired on                    Value Realized on
                                                                                      Vesting                                    Vesting
                                Name                                                    (#)                                        ($)
            Daniel Stephen Hafner
            Melissa H. Reiter
            Paul M. English
            Karen Ruzic Klein
            Robert M. Birge

Pension Benefits

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

Nonqualified Deferred Compensation

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

                                                                               74
Table of Contents



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

      Employment Agreements

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

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

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

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

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

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

      Termination of Employment Agreements and Change-in-Control Arrangements

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

                                                                      75
Table of Contents


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

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

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

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

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

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

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

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

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

                                                                         76
Table of Contents

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

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

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

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

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

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

                                                                         77
Table of Contents


     The following table sets forth the amounts of compensation payable by us to our named executive officers, including cash severance,
benefits and perquisites and long-term incentives. The amounts shown assume that the specified event was effective as of December 31, 2009
under their employment agreements. The actual amounts to be paid can only be determined at the time of the termination of employment or
change-in-control, as applicable.
                                                    Termination by            Employee            Termination                          Change of
                                                       KAYAK                Resignation for      Due to Death or      Change of       Control and
                                 Benefits and       Without Cause            Good Reason           Disability          Control        Termination
          Element                 Payments               ($)                      ($)                  ($)               ($)              ($)
Daniel Stephen Hafner         Base Salary
                              Bonus
                              Other
Melissa H. Reiter             Base Salary
                              Bonus
                              Other
Paul M. English               Base Salary
                              Bonus
                              Other
Karen Ruzic Klein             Base Salary
                              Bonus
                              Other
Robert M. Birge               Base Salary
                              Bonus
                              Other

2011 Equity Incentive Plan

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

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

      Administration

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

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

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

                                                                       78
Table of Contents


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

      •      duration of awards.

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

      Available Shares

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

      Eligibility for Participation

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

      Incentive Stock Options

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

      Nonstatutory Stock Options

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

      Stock Appreciation Rights

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

                                                                          79
Table of Contents



      Restricted Stock and Stock Units

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

      Performance Units

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

      Stock Grants

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

      Qualified Performance-Based Awards

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

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

      Transferability

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

                                                                          80
Table of Contents



      Changes to Capital Structure

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

      Change of Control

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

      Amendment and Termination

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

Third Amended and Restated 2005 Equity Incentive Plan

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

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

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

                                                                        81
Table of Contents

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

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

2004 Stock Incentive Plan

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

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

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

Limitation of Liability and Indemnification of Officers and Directors

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

                                                                        82
Table of Contents


                                CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Party Transactions

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

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

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

      Loans to Daniel Stephen Hafner

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

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

      Loans to Paul M. English

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

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

      Sale of Travelpost.com

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

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

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

                                                                       83
Table of Contents


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

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

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

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

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

      Stockholders’ Agreement

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

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

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

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

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

      Stock Restriction and Co-Sale Agreement

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

                                                                          84
Table of Contents

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

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

      •      it establishes the composition of our board of directors;

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

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

Investor Rights Agreement

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

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

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

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

      •      it establishes the composition of the compensation committee; and

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

Services Agreement with ITA Software, Inc.

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

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

                                                                           85
Table of Contents



Indemnification of Officers and Directors

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

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

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

Procedures for Approval of Related Party Transactions

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

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

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

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

                                                                        86
Table of Contents


                                                   PRINCIPAL AND SELLING STOCKHOLDERS

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

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

      •      each member of our board of directors;

      •      each named executive officer;

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

      •      each selling stockholder.

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

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

      Applicable percentage ownership prior to the offering is based on 34,098,031 shares of common stock outstanding on October 31, 2010.
For purposes of the table below, we have assumed that all outstanding shares of our convertible preferred stock have been converted to
common stock and that          shares of common stock will be outstanding upon completion of the offering. In computing the number of
shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of
common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of October 31, 2010. We did
not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.
                                                                      Shares to    Shares to
                                                                      be Sold in   be Sold in
                                                                          this         this             Shares
                                                                       Offering     Offering         Beneficially
                                                                      Assuming     Assuming        Owned After this          Shares Beneficially
                                                                          No          Full             Offering                Owned After this
                                                                       Exercise     Exercise        Assuming No              Offering Assuming
                                    Shares Beneficially                of Over-     of Over-       Exercise of Over-           Full Exercise of
    Name and Address of             Owned Prior to this               Allotment    Allotment          Allotment                Over-Allotment
     Beneficial Owner                   Offering                        Option       Option            Option                      Option
                                                                                                Numbe                      Numbe
                                 Number                   Percent     Number       Number         r              Percent     r               Percent
5% Stockholders:
General Catalyst
  Partners                       10,146,960 (1)             29.76 %
Sequoia Capital                   6,000,797 (2)             17.60 %
Accel Funds                       4,397,286 (3)             12.90 %
Oak Investment Partners           2,985,272 (4)              8.75 %
Directors and Named
  Executive Officers:
                                             (5)
Daniel Stephen Hafner
                                  3,075,365 (6)              9.01 %
                                             (5)
Paul M. English                              (7)(8)
                                  3,323,579                  9.73 %
Joel E. Cutler                   10,146,960 (1)             29.76 %
Michael Moritz                    6,000,797 (2)             17.60 %
Hendrik W. Nelis                  4,397,286 (3)             12.90 %

                                                                          87
Table of Contents

                                                                            Shares to    Shares to
                                                                            be Sold in   be Sold in
                                                                                this         this            Shares
                                                                             Offering     Offering        Beneficially
                                                                            Assuming     Assuming       Owned After this          Shares Beneficially
                                                                                No          Full            Offering               Owned After this
                                                                             Exercise     Exercise        Assuming No             Offering Assuming
                                        Shares Beneficially                  of Over-     of Over-      Exercise of Over-           Full Exercise of
      Name and Address of               Owned Prior to this                 Allotment    Allotment         Allotment                Over-Allotment
       Beneficial Owner                     Offering                          Option       Option            Option                     Option
                                                                                                      Numbe                     Numbe
                                      Number                  Percent       Number       Number         r             Percent     r               Percent
                                                    (5)
Terrell B. Jones
                                         233,940                        *
                                                    (5)
Gregory E. Slyngstad
                                         418,925                 1.22 %
                                                    (5)
Melissa H. Reiter
                                           29,166                       *
                                                    (5)
Karen Ruzic Klein
                                           76,797                       *
                                                    (5)
Robert M. Birge
                                           85,261                       *
All executive officers and
  directors as a group
  (15 individuals)                    28,832,508                80.80 %
Other Selling Stockholders:

            *       Indicates ownership of less than one percent.

           (1)      Consists of 10,146,960 shares of our common stock, representing 490,231 shares of outstanding common stock and
                    9,656,729 shares of common stock pursuant to the conversion of:
                       •    5,000,000 shares of Series A convertible preferred stock;
                       •    624,445 shares of Series A-1 convertible preferred stock;
                       •    1,229,508 shares of Series B convertible preferred stock;
                       •    705,309 shares of Series B-1 convertible preferred stock;
                       •    167,617 shares of Series C convertible preferred stock; and
                       •    1,929,850 shares of our Series D convertible preferred stock.
                    Such common stock is held by General Catalyst Partners as follows:
                       •    155,863 shares held by GC Entrepreneurs Fund II, L.P.
                       •    149,701 shares held by GC Entrepreneurs Fund III, L.P.
                       •    32,150 shares held by GC Entrepreneurs Fund V, LP
                       •    4,131,405 shares held by General Catalyst Group II, L.P.
                       •    4,137,570 shares held by General Catalyst Group III, L.P.
                       •    1,026,847 shares held by General Catalyst Group V Supplemental LP; and
                       •    513,424 shares held by General Catalyst Group V, LP
                    Joel E. Cutler, our director, is a Managing Director of General Catalyst Partners and may be deemed to beneficially own the
                    shares of common stock held by it. Mr. Cutler disclaims such beneficial ownership, except to the extent of his pecuniary
                    interest in such funds. The address for Mr. Cutler and General Catalyst Partners is 20 Cambridge Road, 4th Floor,
                    Cambridge, MA 02138.
           (2)      Consists of 6,000,797 shares of our common stock, representing 279,470 shares of outstanding common stock and 5,721,327
                    shares of common stock pursuant to the conversion of:
                       •    243,281 shares of Series A-1 convertible preferred stock;
                       •    3,047,042 shares of Series B convertible preferred stock;
                       •    333,539 shares of Series B-1 convertible preferred stock;
                       •    167,617 shares of Series C convertible preferred stock; and
                       •    1,929,848 shares of Series D convertible preferred stock.
                    Such common stock is held by Sequoia Capital as follows:
                       •    2,269,059 shares held by Sequoia Capital Growth Fund III
                       •    111,677 shares held by Sequoia Capital Growth III Principals Fund
                       •    22,338 shares held by Sequoia Capital Growth Partners III
                       •    3,154,842 shares held by Sequoia Capital XI
88
Table of Contents

                       •     343,224 shares held by Sequoia Capital XI Principals Fund; and
                       •     99,657 shares held by Sequoia Technology Partners XI
                    Michael Moritz, our director, is a Managing Director of Sequoia Capital and may be deemed to beneficially own the shares
                    of common stock held by it. Mr. Moritz disclaims such beneficial ownership, except to the extent of his pecuniary interest in
                    such funds. The address for Mr. Moritz and Sequoia Capital is 3000 Sand Hill Road, 4-250, Menlo Park, CA 94025.
           (3)      Consists of 4,397,286 shares of our common stock, representing 217,136 shares of outstanding common stock and 4,180,150
                    shares of common stock pursuant to the conversion of:
                       •     177,747 shares of Series A-1 convertible preferred stock;
                       •     3,519,946 shares of Series C convertible preferred stock; and
                       •     482,457 shares of Series D convertible preferred stock.
                    Such common stock is held by Accel Funds as follows:
                       •     4,307,142 shares held by Accel London II, L.P.; and
                       •     90,144 shares held by Accel London Investors 2006 L.P.
                            (Accel London II, L.P. and Accel London Investors 2006 L.P. being collectively the ―Accel Funds‖)
                    Accel London II Associates L.L.C. is the general partner of Accel London II Associates L.P., which is the general partner of
                    Accel London II L.P. and has the sole voting and investment power. Accel London II Associates L.L.C. is the general partner
                    of Accel London Investors 2006 L.P. and has the sole voting and investment power. Voting and investment power over the
                    shares beneficially owned by Accel London II Associates L.L.C. is shared by the managers, Jonathan Biggs, Kevin Comolli,
                    Bruce Golden and Hendrik W. Nelis. The general partner and managers disclaim beneficial ownership of the shares owned
                    by the Accel Funds except to the extent of their proportionate pecuniary interest therein.
                    The address for Mr. Nelis is 16 St. James‘s Street, London SW1A 1ER, United Kingdom. The address for the Accel Funds is
                    428 University Avenue, Palo Alto, CA 94301.
           (4)      Consists of 2,985,272 shares of our common stock, representing 717,797 shares of outstanding common stock and 2,267,475
                    shares of common stock pursuant to the conversion of:
                       •     96,417 shares of Series A-1 convertible preferred stock; and
                       •     2,171,058 shares of Series D convertible preferred stock.
                    The address for Oak Investment Partners is One Gorham Island, Westport, CT 06880.
           (5)      Includes the following number of shares of common stock which a director or executive officer has the right to acquire upon
                    the exercise of stock options that were exercisable as of October 31, 2010, or that will become exercisable within 60 days
                    after that date:
                         Name                                                                          Number of Shares
                         Daniel Stephen Hafner                                                                  45,833
                         Paul M. English                                                                        45,833
                         Terrell B. Jones                                                                      223,940
                         Gregory E. Slyngstad                                                                  221,440
                         Melissa H. Reiter                                                                      29,166
                         Karen Ruzic Klein                                                                      74,583
                         Robert M. Birge                                                                        66,875

                    For purposes of computing the percentage of outstanding shares of common stock held by each person named above, we
                    have given effect to such person‘s options, each as noted above, and as if they were fully exercised.
           (6)      Includes 3,029,532 shares of our common stock beneficially owned by Mr. Hafner as follows:
                      •    797,182 shares of outstanding common stock, and 1,607,350 shares of common stock pursuant to the conversion of:
                           750,000 shares of Series A convertible preferred stock, 322,781 shares of Series B convertible preferred stock and
                           534,569 shares of Series B-1 convertible preferred stock held directly by Mr. Hafner;

                                                                        89
Table of Contents

                      •    500,000 shares of common stock held by Daniel Stephen Hafner, as trustee for the DS Hafner Trust, which beneficial
                           ownership Mr. Hafner disclaims;
                      •    100,000 shares of common stock held by Daniel Stephen Hafner, as trustee for the JM Hafner Trust, which beneficial
                           ownership Mr. Hafner disclaims; and
                      •    25,000 shares of common stock held by Daniel Stephen Hafner as trustee for the McKane 2007 Grandchildren Trust,
                           which beneficial ownership Mr. Hafner disclaims.
           (7)      Includes 2,074,001 shares beneficially owned by Mr. English as follows:
                      •    179,632 shares of outstanding common stock, and 803,675 shares of common stock pursuant to the conversion of:
                           375,000 shares of Series A convertible preferred stock, 161,391 shares of Series B convertible preferred stock and
                           267,284 shares of Series B-1 convertible preferred stock held directly by Mr. English;
                      •    358,934 shares of common stock held by Paul M. English, as trustee for the Paul M. English 2006 Five-Year Annuity
                           Trust;
                      •    100,000 shares of common stock held by Paul M. English, as trustee for The Paul M. English 2007 Irrevocable Family
                           Trust;
                      •    315,880 shares of common stock held by Paul M. English as trustee for The Paul M. English 2009 Charitable
                           Remainder Unitrust I, which beneficial ownership Mr. English disclaims; and
                      •    315,880 shares of common stock held by Paul M. English as trustee for The Paul M. English 2009 Charitable
                           Remainder Unitrust II, which beneficial ownership Mr. English disclaims.
           (8)      Includes 1,203,745 shares over which Mr. English has sole voting power pursuant to a proxy dated November 5, 2010. These
                    shares are composed of 400,070 shares of outstanding common stock, and 803,675 shares of common stock pursuant to the
                    conversion of 375,000 shares of Series A convertible preferred stock, 161,390 shares of Series B convertible preferred stock
                    and 267,285 shares of Series B-1 convertible preferred stock. Mr. English disclaims beneficial ownership of such shares.

                                                                        90
Table of Contents


                                                     DESCRIPTION OF CAPITAL STOCK

General

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

Authorized Capitalization

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

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

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

      •             shares issuable upon exercise of outstanding stock options; and

      •             shares issuable upon exercise of the warrants described above.

Common Stock

      Voting Rights

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

      Dividends

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

      Liquidation

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

      Rights and Preferences

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

                                                                         91
Table of Contents



Preferred Stock

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

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

Warrants

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

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

Registration Rights

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

Antitakeover Provisions

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

                                                                          92
Table of Contents



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

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

      Advance Notice of Stockholder Nominations and Proposals. Our amended and restated by-laws will establish an advance notice
procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of candidates for
election to our board of directors. Stockholders at an annual meeting will only be able to consider proposals or nominations specified in the
notice of meeting or brought before the meeting by or at the direction of our board of directors, or by a stockholder of record on the record date
for the meeting, who is entitled to vote at the meeting and who has delivered timely written notice in proper form to our secretary of the
stockholder‘s intention to bring such business before the meeting. These provisions could have the effect of delaying stockholder actions until
the next stockholder meeting that are favored by the holders of a majority of our outstanding voting securities.

       Elimination of Stockholder Action by Written Consent. Pursuant to Section 228 of the Delaware General Corporation Law, any action
required to be taken at any annual or special meeting of the stockholders may be taken without a meeting, unless the our amended and restated
certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation and amended and restated by-laws to be
in effect upon completion of this offering eliminate the right of stockholders to act by written consent without a meeting and provide that all
stockholder action must be effected at a duly called meeting of stockholders. This provision will make it more difficult for stockholders to take
action opposed by the board of directors.

      Undesignated Preferred Stock. The authorization of undesignated preferred stock makes it possible for the board of directors, without
stockholder approval, to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to obtain
control of us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of
KAYAK.

     Super-Majority Voting. Our amended and restated certificate of incorporation will require a 67% stockholder vote for the amendment,
repeal or modification of certain provisions of our amended and restated certificate of incorporation and amended and restated by-laws relating
to:

      •      the required vote to amend or repeal the section of the certificate of incorporation providing for the right to amend or repeal
             provisions of the certificate of incorporation;

      •      absence of the authority of stockholders to act by written consent;

      •      authority to call a special meeting of stockholders;

      •      absence of the necessity of directors to be elected by written ballot;

      •      personal liability of directors to us and our stockholders and indemnification of our directors, officers, employees and agents;

      •      amendment to our by-laws;

      •      number of directors and their term of office and the election of directors; and

      •      removal of directors and the filling of vacancies on the board of directors.

                                                                         93
Table of Contents



      Section 203 of the Delaware General Corporation Law

     We are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any
business combination with any interested stockholder for a period of three years after the date such stockholder became an interested
stockholder, with the following exceptions:

      •      before such date, our board of directors approved either the business combination or the transaction that resulted in the stockholder
             becoming an interested holder;

      •      upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder
             owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of
             determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares
             owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have
             the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

      •      on or after such date, the business combination is approved by our board of directors and authorized at an annual or special
             meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock
             that is not owned by the interested stockholder.

      In general, Section 203 defines business combination to include the following:

      •      any merger or consolidation involving the corporation and the interested stockholder;

      •      any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

      •      subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the
             corporation to the interested stockholder;

      •      any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series
             of the corporation beneficially owned by the interested stockholder; or

      •      the receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits by or
             through the corporation.

      Section 203 defines an ―interested stockholder‖ as an entity or person who, together with the person‘s affiliates and associates,
beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the
outstanding voting stock of the corporation.

Limitations of Liability and Indemnification Matters

      Delaware law authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for
monetary damages for breaches of directors‘ fiduciary duties as directors. Our amended and restated certificate of incorporation includes a
provision that eliminates the personal liability of directors for monetary damages for actions taken as a director, except for liability:

      •      for breach of duty of loyalty;

      •      for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law;

      •      under Section 174 of the Delaware General Corporation Law (unlawful dividends or stock repurchases); or

      •      for transactions from which the director derived improper personal benefit.

     Our amended and restated by-laws provide that we must indemnify and advance expenses to our directors and officers to the fullest extent
authorized by Delaware law. We are also expressly authorized to, and do, carry

                                                                          94
Table of Contents

directors‘ and officers‘ insurance for our directors, officers and certain employees for some liabilities. We believe that these indemnification
provisions and insurance are useful to attract and retain qualified directors and executive officers. If Delaware law is amended to authorize
corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited
to the fullest extent permitted by Delaware law, as so amended.

      The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and
restated by-laws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may
also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful,
might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent that, in a class action or
direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. There
is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is
sought.

      In addition to the indemnification required in our amended and restated certificate of incorporation and amended and restated by-laws, we
also expect our directors and executive officers to execute a new form of indemnification agreement prior to completion of this offering, the
form of which we will file as an exhibit to our registration statement of which this prospectus is a part. These agreements provide for the
indemnification of our directors and officers for all reasonable expenses and liabilities incurred in connection with any action or proceeding
brought against them by reason of the fact that they are or were our agents. We believe that these bylaw provisions and indemnification
agreements, as well as our maintaining directors‘ and officers‘ liability insurance, help to attract and retain qualified persons as directors and
officers.

      A stockholder‘s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers
pursuant to these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our
directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

Transfer Agent and Registrar

      The transfer agent and registrar for our common stock will be             .

Listing

      We intend to apply to list our common stock on the              under the trading symbol ―           .‖

                                                                          95
Table of Contents


                       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.

                                                                         96
Table of Contents



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.

                                                                         97
Table of Contents


      If your gain is described in the first or third bullet point above, you will be subject to tax on the net gain derived from the sale at the
graduated individual or corporate U.S. federal income tax rates generally applicable to U.S. persons or at such lower rate as may be specified
by an applicable income tax treaty. If you are a foreign corporation and your gain is described in the first bullet point above, you may also be
subject to a branch profits tax at a rate of 30% or at such lower rate as may be specified by an applicable income tax treaty. If you are an
individual described in the second bullet point above, you will be subject to a flat 30% tax on the gain derived from the sale, which may be
offset by U.S.-source capital losses. The gross proceeds from transactions that generate gains described in the third bullet point above will
generally be subject to a 10% withholding tax, which you may claim as a credit against your federal income tax liability.

      We believe that we have not been and are not, and we do not anticipate becoming, a ―United States real property holding corporation‖ for
U.S. federal income tax purposes. Generally, we will be a ―United States real property holding corporation‖ if the fair market value of our U.S.
real property interests equals or exceeds 50% of the sum of the fair market values of our worldwide real property interests and other assets used
or held for use in a trade or business, all as determined for U.S. federal income tax purposes.

Information Reporting and Backup Withholding

      We must report annually to the IRS and to you the amount of dividends and other distributions paid to you and the amount of tax, if any,
withheld with respect to those distributions. The IRS may make this information available to the tax authorities in the country in which you are
resident.

     In addition, you may be subject to information reporting requirements and backup withholding with respect to dividends paid on, and the
proceeds of disposition of, shares of our common stock, unless, generally, you certify under penalties of perjury (usually on IRS
Form W-8BEN) that you are not a U.S. person or you otherwise establish an exemption. The backup withholding rate is 28% in 2010 and is
scheduled to increase to 31% in 2011. Additional rules relating to information reporting requirements and backup withholding with respect to
payments of the proceeds from the disposition of shares of our common stock are as follows:

      •      If the proceeds are paid to or through the U.S. office of a broker, the proceeds generally will be subject to backup withholding and
             information reporting, unless you certify under penalties of perjury (usually on IRS Form W-8BEN) that you are not a U.S. person
             or you otherwise establish an exemption.

      •      If the proceeds are paid to or through a non-U.S. office of a broker that is not a U.S. person and is not a foreign person with certain
             specified U.S. connections, which we refer to below as a ―U.S.-related person,‖ information reporting and backup withholding
             generally will not apply.

      •      If the proceeds are paid to or through a non-U.S. office of a broker that is a U.S. person or a U.S.-related person, the proceeds
             generally will be subject to information reporting (but not to backup withholding), unless you certify under penalties of perjury
             (usually on IRS Form W-8BEN) that you are not a U.S. person.

     Backup withholding is not a tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit
against your U.S. federal income tax liability, provided the required information is timely furnished by you to the IRS.

Foreign Accounts

      Legislation enacted in 2010 will impose withholding taxes on certain types of payments made to ―foreign financial institutions‖ and other
non-U.S. entities after December 31, 2012 unless those institutions and entities meet additional certification, information reporting and other
requirements. The legislation will generally impose a 30% withholding tax on dividends on, or gross proceeds from the sale or other disposition
of, our common stock paid to a foreign financial institution unless the foreign financial institution enters into an agreement with

                                                                         98
Table of Contents

the U.S. Treasury to, among other things, (i) undertake to identify accounts held by certain U.S. persons (including certain equity and debt
holders of such institution) or by U.S.-owned foreign entities, (ii) annually report certain information about such accounts, and (iii) withhold
30% on payments to account holders whose actions prevent it from complying with these reporting and other requirements. In addition, subject
to certain exceptions, the legislation will impose a 30% withholding tax on the same types of payments to an entity that is not a foreign
financial institution unless the entity certifies that it does not have any substantial U.S. owners (which generally include any U.S. persons who
directly or indirectly own more than 10% of the entity) or furnishes identifying information regarding each such substantial U.S. owner. We
will not pay any additional amounts to non-U.S. holders in respect of any amounts withheld. Prospective investors should consult their tax
advisors regarding this legislation.

     The summary of material U.S. federal income tax consequences above is included for general information purposes only.
Potential purchasers of our common stock are urged to consult their own tax advisors to determine the U.S. federal, state, local and
non-U.S. tax considerations of purchasing, owning and disposing of our common stock.

                                                                       99
Table of Contents


                                                  SHARES ELIGIBLE FOR FUTURE SALE

       Before this offering, there has not been a public market for our common stock. As described below, only a limited number of shares
currently outstanding will be available for sale immediately after this offering due to contractual and legal restrictions on resale. Nevertheless,
future sales of substantial amounts of our common stock, including shares issued upon exercise of outstanding options, in the public market
after the restrictions lapse, or the possibility of such sales, could cause the prevailing market price of our common stock to fall or impair our
ability to raise equity capital in the future.

      Based on the number of shares of common stock outstanding as of               , upon completion of this offering,         shares of common
stock will be outstanding (assuming no options or warrants are exercised, including the underwriters‘ over-allotment option). All of the shares
sold in this offering will be freely tradable unless purchased by our affiliates. The remaining           shares of common stock outstanding after
this offering will be restricted as a result of securities laws or lock-up agreements as described below. Following the expiration of the lock-up
period, all shares will be eligible for resale in compliance with Rule 144 or Rule 701. ―Restricted securities‖ as defined under Rule 144 were
issued and sold by us in reliance on exemptions from the registration requirements of the Securities Act. These shares may be sold in the public
market only if registered or pursuant to an exemption from registration, such as Rule 144 or Rule 701 under the Securities Act.

Rule 144

     In general, pursuant to Rule 144 under the Securities Act, as in effect on the date of this prospectus, a person who is one of our affiliates
and has beneficially owned shares of our common stock for at least six months would be entitled to sell within any three-month period a
number of shares that does not exceed the greater of:

      •      one percent of the number of shares of common stock then outstanding, which will equal approximately                shares
             immediately after the completion of this offering; and

      •      the average weekly trading volume of our common stock on                   during the four calendar weeks preceding the filing of a
             notice on Form 144 with respect to the sale.

      Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public
information about us. For a person who has not been deemed to have been one of our affiliates at any time during the 90 days preceding a sale,
sales of our securities held longer than six months, but less than one year, will be subject only to the current public information requirement.

       A person who is not deemed to have been one of our affiliates at any time during the 90 days preceding a sale, and who has beneficially
owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than an affiliate, is entitled to
sell the shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144. All shares of
our common stock will qualify for resale under Rule 144 within a minimum of 180 days of the date of this prospectus, subject to the lock-up
agreements.

Rule 701

      Any of our employees, officers or directors who purchased shares under a written compensatory plan or contract may be entitled to sell
them in reliance on Rule 701. Rule 701 permits affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding
period requirements of Rule 144. Rule 701 further provides that nonaffiliates may sell these shares in reliance on Rule 144 without complying
with the holding period, public information, volume limitation or notice provisions of Rule 144. All holders of Rule 701 shares are required to
wait until 90 days after the date of this prospectus before selling those shares. However, all shares issued under Rule 701 are subject to lock-up
agreements and will only become eligible for sale when the 180-day lock-up agreements expire or such shares are earlier released.

                                                                        100
Table of Contents



Lock-Up Agreements

      In connection with this offering, we, the selling stockholders, all directors and officers and a significant majority of the holders of our
outstanding stock, stock options and other equity awards, have agreed that, without the prior written consent of Morgan Stanley, on behalf of
the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus:

      •      offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option,
             right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any
             securities convertible into or exercisable or exchangeable for shares of common stock;

      •      enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
             ownership of our common stock; or

      •      file any registration statement with the SEC relating to the offering of any shares of our common stock or any securities convertible
             into or exercisable or exchangeable for our common stock, except for the filing of a registration statement on Form S-8 relating to
             the offering of securities in accordance with the terms of a plan in effect on the date hereof and as described herein,

whether any such termination described above is to be settled by delivery of our common stock or such other securities, in cash or otherwise.

    The restrictions in the immediately preceding paragraph do not apply in certain circumstances as described in the section entitled
―Underwriters.‖

      The 180-day restricted period described herein will be extended if:

      •      during the last 17 days of the restricted period, we issue an earnings release or material news or a material event relating to us
             occurs; or

      •      prior to the expiration of the restricted period, we announce that we will release earnings results during the 16-day period
             beginning on the last day of the restricted period,

in which case the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the
earnings release or the occurrence of the material news or material event unless Morgan Stanley waives such extension.

      For additional information, see ―Underwriters.‖

Registration Rights

      We are party to an Investor Rights Agreement, which provides that holders of our common stock issuable or issued upon conversion of
our convertible preferred stock have the right to require us to register any or all of their shares under the Securities Act at our expense, subject
to certain limitations. Registration of shares held by these stockholders under the Securities Act would result in these shares becoming freely
tradable without restriction under the Securities Act immediately upon effectiveness of the registration, subject to the expiration of, or release
from, the lock-up period. See ―Certain Relationships and Related Party Transactions—Investor Rights Agreement‖ for more information.

Equity Plans

     As soon as practicable after the completion of this offering, we intend to file a registration statement on Form S-8 under the Securities
Act covering the shares of our common stock issuable upon exercise of outstanding options under our 2004 Stock Incentive Plan, Third
Amended and Restated 2005 Equity Incentive Plan and 2011 Equity Incentive Plan. Such registration statement will become effective
immediately upon filing, and shares covered by this registration statement will thereupon be eligible for sale in the public markets, subject to
Rule 144 limitations applicable to affiliates and any lock-up agreements. For a more complete discussion of our stock plans, see ―Executive
Compensation—Compensation Discussion and Analysis—Equity-Based Compensation.‖

                                                                          101
Table of Contents


                                                                 UNDERWRITERS

     Under the terms and subject to the conditions contained in an underwriting agreement dated the date of this prospectus, the underwriters
named below, for whom Morgan Stanley & Co. Incorporated and Deutsche Bank Securities Inc., are acting as representatives, have severally
agreed to purchase, and we and the selling stockholders have agreed to sell to them, severally, the number of shares indicated below:
                                                          Name                                                 Number of Shares
                    Morgan Stanley & Co. Incorporated
                    Deutsche Bank Securities Inc.
                    Piper Jaffray & Co.
                    Stifel, Nicolaus & Company, Incorporated
                    Pacific Crest Securities LLC
                             Total


      The underwriters and the representatives are collectively referred to as the ―underwriters‖ and the ―representatives,‖ respectively. The
underwriters are offering the shares of common stock subject to their acceptance of the shares from us and the selling stockholders and subject
to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares
of common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions.
The underwriters are obligated to take and pay for all of the shares of common stock offered by this prospectus if any such shares are taken.
However, the underwriters are not required to take or pay for the shares covered by the underwriters‘ over-allotment option described below.

      The underwriters initially propose to offer part of the shares of common stock directly to the public at the offering price listed on the
cover page of this prospectus and part to certain dealers. After the initial offering of the shares of common stock, the offering price and other
selling terms may from time to time be varied by the representatives.

      We and the selling stockholders have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to
purchase up to an aggregate of          additional shares of common stock at the public offering price listed on the cover page of this
prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering
over-allotments, if any, made in connection with the offering of the shares of common stock offered by this prospectus. To the extent the option
is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional
shares of common stock as the number listed next to the underwriter‘s name in the preceding table bears to the total number of shares of
common stock listed next to the names of all underwriters in the preceding table.

      The following table shows the per share and total public offering price, underwriting discounts and commissions and proceeds before
expenses to us and the selling stockholders. These amounts are shown assuming both no exercise and full exercise of the underwriters‘ option
to purchase up to an additional        shares of common stock from us and the selling stockholders.
                                                                      Per Share                                           Total
                                                        Without                       With                  Without                     With
                                                     Over-allotment               Over-allotment         Over-allotment             Over-allotment
Public offering price
Underwriting discounts and commissions
  to be paid by:
     Kayak Software Corporation
     The selling stockholders
Proceeds, before expenses, to us
Proceeds, before expenses, to the selling
  stockholders

                                                                         102
Table of Contents


     The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately $                    .
The underwriters have agreed to reimburse us for certain of our offering expenses.

    The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of
common stock offered by them.

      We intend to apply to list our common stock on the              under the trading symbol ―          .‖

      We, the selling stockholders, all directors and officers and a significant majority of the holders of our outstanding stock, stock options and
other equity awards have agreed that, without the prior written consent of Morgan Stanley, on behalf of the underwriters, we and they will not,
during the period ending 180 days after the date of this prospectus:

      •      offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option,
             right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any
             securities convertible into or exercisable or exchangeable for shares of our common stock;

      •      enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
             ownership of our common stock; or

      •      file any registration statement with the SEC relating to the offering of any shares of our common stock or any securities convertible
             into or exercisable or exchangeable for our common stock, except for the filing of a registration statement on Form S-8 relating to
             the offering of securities in accordance with the terms of a plan in effect on the date hereof and as described herein,

whether any such transaction described above is to be settled by delivery of our common stock or such other securities, in cash or otherwise. In
addition, each such person agrees that, without the prior written consent of Morgan Stanley, on behalf of the underwriters, it will not, during the
restricted period, make any demand for, or exercise any right with respect to, the registration of any shares of our common stock or any security
convertible into or exercisable or exchangeable for our common stock.

      The restrictions described in the immediately preceding paragraph do not apply to:

      •      the sale of shares to the underwriters;

      •      the sale or transfer to us of any shares of our common stock or any security convertible into our common stock by certain of our
             employees pursuant to the terms of (i) any restricted stock award upon the termination of such employee‘s employment with us or
             (ii) any contractual obligation of us to repurchase such shares arising from our acquisition of swoodoo, which obligation exists on
             the date of such agreement and is described herein;

      •      the issuance of shares of our common stock upon the exercise of an option or warrant or the conversion of a security outstanding
             on the date hereof which the underwriters have been advised in writing (including any description thereof in the registration
             statement of which this prospectus is a part) or grants of stock options or restricted stock in accordance with the terms of a plan in
             effect upon completion of this offering and described herein or the issuance by us of shares of our common stock upon the exercise
             thereof; provided , that any recipient agrees to the restrictions set forth herein;

      •      the sale or issuance of or entry into an agreement to sell or issue shares of our common stock (or options, warrants or convertible
             securities relating to shares of our common stock) in connection with bona fide mergers or acquisitions, joint ventures, commercial
             relationships or other strategic transactions; provided, that the aggregate number of shares of such common stock, options,
             warrants or

                                                                          103
Table of Contents

             convertible securities shall not exceed 10% of the total number of shares of our common stock (or options or warrants relating to
             shares of our common stock) issued and outstanding immediately following the completion of this offering and the recipients of
             such shares or other securities agree to the restrictions set forth herein;

      •      transactions by persons other than us relating to shares of our common stock or other securities acquired in open market
             transactions after the completion of the offering of the shares, provided that no filing under Section 16(a) of the Exchange Act shall
             be required or shall be voluntarily made in connection with subsequent sales of our common stock or other securities acquired in
             such open market transactions;

      •      transfers by any person other than us of shares of our common stock or any security convertible into our common stock as a bona
             fide gift, provided that each donee shall enter into a written agreement accepting the restrictions set forth herein and no filing under
             Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of our common stock, shall be required
             or shall be voluntarily made during the restricted period;

      •      distributions by any persons other than us of shares of common stock or any security convertible into our common stock to
             partners, members, stockholders, affiliates or any entity which is directly or indirectly controlled by, or is under common control
             with, such person, provided that each distributee shall enter into a written agreement accepting the restrictions set forth herein and
             no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of our common stock,
             shall be required or shall be voluntarily made during the restricted period;

      •      the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of our common
             stock, provided that such plan does not provide for the transfer of our common stock during the restricted period and no public
             announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made
             by or on behalf of such person or us; or

      •      transfers by certain officers and directors of shares of our common stock or any security convertible into common stock to any
             immediate family member (including any former spouse) or to a trust or other entity for the benefit of such family member to
             comply with the provisions of (i) any order or settlement resulting from any legal proceedings or (ii) any irrevocable trust,
             provided that each transferee shall enter into a written agreement accepting the restrictions set forth herein.

      The 180-day restricted period described above will be extended if:

      •      during the last 17 days of the restricted period, we issue an earnings release or material news or a material event relating to us
             occurs; or

      •      prior to the expiration of the restricted period, we announce that we will release earnings results during the 16-day period
             beginning on the last day of the restricted period,

in which case the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the
earnings release or the occurrence of the material news or material event unless Morgan Stanley waives such extension.

       In addition, each such person has agreed that it will not engage in any transaction that may be restricted during the 34-day period
beginning on the last day of the 180-day restricted period unless it requests and receives prior written confirmation from us or Morgan Stanley
that the restrictions described above have expired.

      To facilitate the offering of the common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the
price of the common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting
agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase
by the underwriters under the over- allotment option. The underwriters can close out a covered short sale by exercising the over-allotment
option or

                                                                         104
Table of Contents

purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider,
among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may
also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position
by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be
downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in this
offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, shares of common stock in the open
market to stabilize the price of the common stock. The underwriters also may impose a penalty bid. Penalty bids permit the underwriters to
reclaim a selling concession from a syndicate member when the underwriters repurchase shares originally sold by that syndicate member in
order to cover syndicate short positions or make stabilizing purchases. These activities may raise or maintain the market price of the common
stock above independent market levels or prevent or retard a decline in the market price of the common stock. The underwriters are not
required to engage in these activities and may end any of these activities at any time.

     We, the selling stockholders and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities
under the Securities Act.

       A prospectus in electronic format may be made available on websites maintained by one or more underwriters or selling group members,
if any, participating in this offering. The representatives may agree to allocate a number of shares of common stock to underwriters for sale to
their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make Internet
distributions on the same basis as other allocations.

      From time to time, certain of the underwriters or their respective affiliates may engage in transactions with us and have preformed and
may perform investment banking and advisory services for us in the ordinary course of their business for which they have received or would
receive customary fees and expenses.

Pricing of the Offering

       Prior to this offering, there has been no public market for our common stock. The initial public offering price was determined by
negotiations between us and the representatives. Among the factors considered in determining the initial public offering price were our future
prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and
the price-earnings ratios, price-sales ratios, market prices of securities and certain financial and operating information of companies engaged in
activities similar to ours. The estimated initial public offering price range set forth on the cover page of this prospectus is subject to change as a
result of market conditions and other factors. We cannot assure you that the prices at which the shares will sell in the public market after this
offering will not be lower than the initial public offering price or that an active trading market in our common stock will develop and continue
after this offering.

European Economic Area

       In relation to each Member State of the European Economic Area, which has implemented the Prospectus Directive, each representative
has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Member State
it has not made and will not make an offer of common stock to the public in that Member State, except that it may, with effect from and
including such date, make an offer of common stock to the public in that Member State:

    (a) at any time to legal entities, which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated,
whose corporate purpose is solely to invest in securities;

       (b) at any time to any legal entity, which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a
total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or
consolidated accounts; or

                                                                         105
Table of Contents


     (c) at any time in any other circumstances, which do not require the publication by us of a prospectus pursuant to Article 3 of the
Prospectus Directive.

      For the purposes of the above, the expression an ―offer of common stock to the public‖ in relation to any common stock in any Member
State means the communication in any form and by any means of sufficient information on the terms of the offer and the common stock to be
offered so as to enable an investor to decide to purchase or subscribe the common stock, as the same may be varied in that Member State by
any measure implementing the Prospectus Directive in that Member State and the expression ―Prospectus Directive‖ means Directive
2003/71/EC and includes any relevant implementing measure in that Member State.

United Kingdom

       Each representative has represented and agreed that it has only communicated or caused to be communicated and will only communicate
or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial
Services and Markets Act 2000) in connection with the issue or sale of the common stock in circumstances in which Section 21(1) of such Act
does not apply to us and it has complied and will comply with all applicable provisions of such Act with respect to anything done by it in
relation to any common stock in, from or otherwise involving the United Kingdom.

                                                                      106
Table of Contents


                                                              LEGAL MATTERS

    The validity of the shares of our common stock offered in the offering will be passed upon for us by Bingham McCutchen LLP, Boston,
Massachusetts. Davis Polk & Wardwell LLP, New York, New York is representing the underwriters in this offering.

                                                                    EXPERTS

      The consolidated financial statements of Kayak Software Corporation and subsidiaries as of December 31, 2008 and December 31, 2009,
and for each of the three years in the period ended December 31, 2009, appearing in this prospectus have been so included in reliance on the
report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in
accounting and auditing.

                                         WHERE YOU CAN FIND ADDITIONAL INFORMATION

      We have filed with the SEC a registration statement on Form S-1, including exhibits and schedules, under the Securities Act with respect
to the common stock to be sold in this offering. This prospectus, which constitutes a part of the registration statement, does not contain all of
the information set forth in the registration statement or the exhibits and schedules that are part of the registration statement. Any statements
made in this prospectus as to the contents of any contract, agreement or other document are not necessarily complete. You should refer to the
registration statement and its exhibits for additional information. With respect to each such contract, agreement or other document filed as an
exhibit to the registration statement, we refer you to the exhibit for a more complete description of the matter involved, and each statement in
this prospectus shall be deemed qualified in its entirety by this reference. You may read and copy all or any portion of the registration statement
or any reports, statements or other information in the files at the following public reference facilities of the SEC:

                                                             Public Reference Room
                                                                100 F Street, NE
                                                             Washington, DC 20549

      You can request copies of these documents upon payment of a duplicating fee by writing to the SEC. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference facilities. When we complete this offering, we will also be
required to file annual, quarterly and special reports, proxy statements and other information with the SEC. Our filings, including the
registration statement, will also be available to you on the Internet website maintained by the SEC at www.sec.gov .

                                                                       107
Table of Contents



                                                  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, 2008 and December 31, 2009 and September 30, 2010 (unaudited)                 F-3
Consolidated Statements of Operations for the Years Ended December 31, 2007, December 31, 2008 and December 31, 2009
  and the Nine Months Ended September 30, 2009 and 2010 (unaudited)                                                          F-4
Consolidated Statements of Changes in Stockholders‘ (Deficit) Equity for the Years Ended December 31, 2007, December 31,
  2008 and December 31, 2009 and the Nine Months Ended September 30, 2010 (unaudited)                                        F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2007, December 31, 2008 and December 31, 2009
  and the Nine Months Ended September 30, 2009 and 2010 (unaudited)                                                          F-6
Notes to Consolidated Financial Statements                                                                                   F-7
Financial Statement Schedule:
Schedule II - Valuation and Qualifying Accounts                                                                             F-27

                                                                  F-1
Table of Contents


                                         Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
Kayak Software Corporation:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of changes in stockholders
equity/(deficit), and of cash flows present fairly, in all material respects, the financial position of Kayak Software Corporation and its
subsidiaries at December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period
ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. In addition, in our
opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule
are the responsibility of the Company‘s management. Our responsibility is to express an opinion on these financial statements and financial
statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
Stamford, CT
November 17, 2010



                                                                      F-2
Table of Contents


                                                                Kayak Software Corporation and Subsidiaries

                                                                        Consolidated Balance Sheets
                                                             (In thousands, except share and per share amounts)
                                                                                                                                                             September 3
                                                                                                                                                                  0,
                                                                                                                                  December 31,                   2010
                                                                                                                           2008                  2009
                                                                                                                                                                 (unaudited)
Assets
Current assets
      Cash and cash equivalents                                                                                        $    23,609          $     15,950     $         30,554
      Marketable securities                                                                                                 10,743                 1,506                3,835
      Accounts receivable, net of allowance for doubtful accounts of $421 and $966 at December 31, 2008 and 2009,
          respectively and $1,362 at September 30, 2010                                                                     16,640                18,743               32,837
      Deferred tax asset                                                                                                     5,574                 9,616                  371
      Prepaid expenses and other current assets                                                                              2,045                 2,939                3,567

             Total current assets                                                                                           58,611                48,754               71,164
Property and equipment, net                                                                                                  3,159                 3,328                3,298
Intangible assets, net                                                                                                      26,033                22,707               34,448
Goodwill                                                                                                                   142,982               142,982              152,475
Deferred tax asset                                                                                                              —                    976                2,763
Other assets
      Shareholder loans                                                                                                      1,118                 3,686                   —
      Other noncurrent assets                                                                                                  639                   390                  198

               Total other assets                                                                                            1,757                 4,076                  198

Total assets                                                                                                           $ 232,542            $ 222,823        $        264,346


Liabilities and stockholders’ equity
Current liabilities
      Accounts payable                                                                                                 $     5,146          $      6,805     $          8,962
      Accrued expenses and other current liabilities                                                                         7,512                 5,930               11,336
      Current portion of long-term debt                                                                                      7,500                    —                    —

             Total current liabilities                                                                                      20,158                12,735               20,298
       Long-term debt                                                                                                       17,030                    —                    —
       Warrant liability                                                                                                       412                 1,081                1,163
       Acquisition related put liability                                                                                        —                     —                 3,424
       Deferred tax liability                                                                                                5,574                 6,667               11,257
       Other long-term liabilities                                                                                              32                   116                  151

               Total liabilities                                                                                            43,206                20,599               36,293

Redeemable preferred stock
     Series A Redeemable Convertible Preferred Stock, $.001 par value; 6,600,000 shares authorized and outstanding           6,600                 6,600                6,600
     Series A-1 Redeemable Convertible Preferred Stock, $.001 par value; 1,176,051 shares authorized and
        outstanding                                                                                                          1,650                 1,650                1,650
     Series B Redeemable Convertible Preferred Stock, $.001 par value; 4,989,308 shares authorized and outstanding           7,000                 7,000                7,000
     Series B-1 Redeemable Convertible Preferred Stock, $.001 par value; 2,138,275 shares authorized and outstanding         3,000                 3,000                3,000
     Series C Redeemable Convertible Preferred Stock, $.001 par value; 3,897,084 shares authorized and 3,855,180
        shares outstanding                                                                                                  11,500                11,500               11,500
     Series D Redeemable Convertible Preferred Stock, $.001 par value; 8,075,666 shares authorized and 8,008,842
        shares outstanding                                                                                                 165,721               165,721              165,721

               Total redeemable preferred stock                                                                            195,471               195,471              195,471

Commitments and contingencies (Note 11)
Stockholders‘ (deficit) equity
      Common stock, $.001 par value; 40,000,000 shares authorized; 5,127,443 and 5,394,196 shares issued and
         outstanding at December 31, 2008 and 2009, respectively and 45,000,000 shares authorized; 7,321,625 shares
         issued and outstanding at September 30, 2010                                                                            5                     5                    7
      Additional paid-in capital                                                                                            11,373                17,349               35,515
      Accumulated other comprehensive income                                                                                    —                     —                 1,503
      Accumulated deficit                                                                                                  (17,513 )             (10,601 )             (4,443 )

                      Total stockholders‘ (deficit) equity                                                                  (6,135 )               6,753               32,582

Total liabilities and stockholders‘ (deficit) equity                                                                   $ 232,542            $ 222,823        $        264,346
See notes to consolidated financial statements

                     F-3
Table of Contents


                                            Kayak Software Corporation and Subsidiaries

                                                 Consolidated Statements of Operations
                                          (in thousands, except share and per share amounts)
                                                                                                                     Nine Months Ended
                                                              Year Ended December 31,                                  September 30,
                                             2007                       2008                2009                 2009                  2010
                                                                                                                        (unaudited)
Revenues                              $        48,444             $      112,018        $    112,698         $     86,567        $      128,280
Costs and expenses
    Cost of revenue                             4,990                      13,120             10,156                8,071                 7,227
    Marketing                                  33,624                      56,841             57,389               36,020                69,139
    Technology                                  4,292                      10,382             10,708                8,077                 9,723
    Personnel                                   8,131                      19,150             22,638               16,469                20,987
    General and administrative                  2,046                       5,440              6,446                4,562                 6,134
           Total costs and expenses            53,083                    104,933             107,337               73,199               113,210
(Loss) income from operations                   (4,639 )                    7,085              5,361               13,368                15,070
Other income (expense)
    Interest income                                  409                      672                   443               380                        83
    Interest expense                                (200 )                 (2,835 )                (322 )            (322 )                      —
    Realized gain (loss) on
       investment                                      62                       85                 —                    —                    —
    Other income (expense), net                        —                       509             (1,346 )             (1,408 )              1,161
           Total other income
             (expense)                               271                   (1,569 )            (1,225 )             (1,350 )              1,244
Income before taxes                             (4,368 )                    5,516               4,136              12,018                16,314
Income tax expense (benefit)                        —                         415              (2,776 )             1,579                10,156
Net (loss) income                     $         (4,368 )          $         5,101       $      6,912         $     10,439        $        6,158

Net (loss) income per common share
     Basic                            $             (1.67 )       $         (1.37 )     $          (0.92 )   $        0.05       $            (0.43 )

     Diluted                          $             (1.67 )       $         (1.37 )     $          (0.92 )   $        0.05       $            (0.43 )

Weighted average common shares
    Basic                                   3,860,114                  4,831,777            5,223,187            5,193,555            6,164,171

     Diluted                                3,860,114                  4,831,777            5,223,187            5,193,555            6,164,171


                                              See notes to consolidated financial statements

                                                                         F-4
Table of Contents


                                                  Kayak Software Corporation and Subsidiaries

                                    Consolidated Statements of Changes in Stockholders’ (Deficit) Equity
                                                   (In thousands, except share amounts)
                                                                                            Accumulated                             Total
                                                                          Additional           Other                            Stockholders’
                                                                           Paid-In         Comprehensive    Accumulated            (Deficit)
                                            Common Stock                   Capital            Income           Deficit              Equity
                                                            Amoun
                                         Shares               t
Balance, December 31, 2006               3,729,107         $    4        $     2,037      $           —     $   (18,246 )   $        (16,205 )
Stock option expense                            —               —              1,066                  —              —                 1,066
Issuance of common stock                   281,500              —                302                  —              —                   302
Compensation expense related to
   restricted stock vesting                218,107              —                673                  —              —                    673
Net loss                                        —               —                 —                   —          (4,368 )              (4,368 )
Balance, December 31, 2007               4,228,714              4              4,078                  —         (22,614 )            (18,532 )
Stock option expense                            —               —              4,303                  —              —                 4,303
Issuance of common stock                   706,785              1                896                  —              —                   897
Compensation expense related to
   restricted stock vesting                191,944              —              2,096                  —              —                  2,096
Net income                                      —               —                 —                   —           5,101                 5,101
Balance, December 31, 2008               5,127,443              5             11,373                  —         (17,513 )              (6,135 )
Stock option expense                            —               —              5,159                  —              —                  5,159
Issuance of common stock                   229,482              —                529                  —              —                    529
Compensation expense related to
   restricted stock vesting                 37,271              —                288                  —              —                    288
Net income                                      —               —                 —                   —           6,912                 6,912
Balance, December 31, 2009               5,394,196               5            17,349                  —         (10,601 )               6,753
(unaudited)
Stock option expense                            —               —              5,185                  —              —                 5,185
Issuance of common stock                 1,927,435              2             12,981                  —              —                12,983
Comprehensive income
     Foreign currency translation
       adjustment                                 —             —                 —                 1,503            —                  1,503
     Net income                                   —             —                 —                    —          6,158                 6,158
     Total comprehensive
       income                                                                                                                           7,661
Balance, September 30, 2010
  (unaudited)                            7,321,631         $     7       $    35,515      $         1,503   $    (4,443 )   $         32,582


                                                   See notes to consolidated financial statements

                                                                        F-5
Table of Contents


                                                Kayak Software Corporation and Subsidiaries

                                                     Consolidated Statements of Cash Flows
                                                                 (In thousands)
                                                                                                                       Nine Months Ended
                                                                      Year Ended December 31,                             September 30,
                                                             2007                2008               2009             2009               2010
                                                                                                                           (unaudited)
Cash flows from operating activities
    Net income                                           $     (4,368 )      $     5,101        $     6,912      $   10,439        $      6,158
    Adjustments to reconcile net income to net
       cash from operating activities:
         Depreciation and amortization                          1,485              5,214              5,380            4,023              4,923
         Stock-based compensation expense                       1,739              6,400              5,447            3,719              5,185
         Deferred taxes                                            —                  —              (3,925 )             —               7,049
         Mark to market adjustments                                —                (336 )              669              643               (702 )
         Loss on extinguishment of debt                            —                  —               1,005            1,005                 —
         Gain on sale of Travelpost                                —                  —                  —                —                (459 )
         Other                                                     50                 59                 (4 )             11                 47
         Changes in assets and liabilities, net of
            effect of acquisitions:
               Accounts receivable, net                        (3,574 )           (4,193 )           (2,103 )            244            (13,367 )
               Prepaid expenses and other assets                  (99 )           (1,345 )             (925 )         (2,135 )              253
               Accounts payable                                 1,157                (35 )            1,658           (1,321 )            1,437
               Accrued liabilities and other
                 liabilities                                    1,724              2,014             (1,498 )           (291 )            5,763
                    Net cash from operating
                      activities                               (1,886 )           12,879            12,616           16,337             16,287

Cash flows from investing activities
    Purchases of property and equipment                        (1,043 )             (986 )          (2,267 )         (1,939 )            (1,612 )
    Purchase of domain names                                      (81 )             (106 )              (2 )             —                   —
    Proceeds from sale of property and equipment                   —                  23                 5               —                   —
    Purchase of marketable securities                          (5,963 )          (16,352 )          (3,254 )         (2,196 )            (4,721 )
    Sale of marketable securities                               9,462              9,045            12,482           12,481               2,350
    Proceeds from sale of Travelpost                               —                  —                 —                —                3,600
    Cash paid for business combination—net of
       cash acquired                                         (174,818 )             (784 )                  —             —              (6,781 )
                    Net cash from investing
                      activities                             (172,443 )           (9,160 )            6,964            8,346             (7,164 )

Cash flows from financing activities
    Proceeds from issuance of common stock                          302              897                   529           359              1,637
    Proceeds from issuance of redeemable
       convertible preferred stock                           165,709                  —                  —                —                  —
    Payments on long-term debt                                30,000              (5,000 )          (25,268 )        (25,268 )               —
    Cash paid for origination of loans                          (429 )                —                  —                —                  —
    Loans to shareholders                                         —               (1,100 )           (2,500 )         (2,500 )            3,686
    Other                                                         —                   32                 —                —                  —
                    Net cash from financing
                      activities                             195,582              (5,171 )          (27,239 )        (27,409 )            5,323
Effect of exchange rate changes on cash and cash
  equivalents                                                      —                  —                 —                —                 158
Increase (decrease) in cash and cash equivalents               21,253             (1,452 )          (7,659 )         (2,726 )           14,604
Cash and cash equivalents, beginning of period                  3,808             25,061            23,609           23,609             15,950
Cash and cash equivalents, end of period          $     25,061         $   23,609      $    15,950   $   20,883   $   30,554

Supplemental disclosures of cash flow
  information
Cash paid during the year for:
     Interest                                     $         —          $    2,541      $       532
     Income taxes                                 $         —          $      400      $     2,692

                                           See notes to consolidated financial statements

                                                                 F-6
Table of Contents


                                                Kayak Software Corporation and Subsidiaries

                                                Notes to Consolidated Financial Statements
                                           (In thousands, except share and per share amounts)
                        (Amounts as of or for the nine months ended September 30, 2009 and 2010 are unaudited)

1. Organization

      The Company was incorporated in Delaware on January 14, 2004 under the name of Travel Search Company, Inc. On August 17, 2004,
we officially changed our name to Kayak Software Corporation (the Company). We operate KAYAK.com and other travel websites and
mobile applications that allow users to search for rates and availability for airline tickets, hotel rooms, rental cars, and other travel-related
services across hundreds of websites.

2. Summary of Significant Accounting Policies

      Significant Estimates and Judgments

      The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.
Significant estimates relied upon in preparing these financial statements include the provision for uncollectible accounts, estimates used to
determine the fair value of our common stock and preferred stock warrants, recoverability of our net deferred tax assets and the fair value of
long lived assets and goodwill. Changes in estimates are recorded in the period in which they become known. We base estimates on historical
experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our
estimates.

      Principles of Consolidation

     The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, and have
been prepared in accordance with accounting principles generally accepted in the United States of America. Operating results of acquired
businesses are included in the Consolidated Statements of Operations from the date of acquisition. All intercompany accounts and transactions
have been eliminated.

      Segments

       We have one operating segment for financial reporting purposes: travel search. We have no organizational structure dictated by product
lines, geography or customer type.

      Revenue Recognition

       Our services are free for travelers. We earn revenues from both referrals to travel suppliers and online travel agencies (OTAs)
(distribution revenues) and from advertising placements on our websites and mobile applications (advertising revenues). We recognize revenue
upon completion of the referral or placement of advertisement, provided that our fees are fixed and determinable, there is persuasive evidence
of the arrangement and collection is reasonably assured, as follows:

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

      Advertising Revenue: Advertising revenue is recognized either via a cost per click model (CPC) which results in revenue when a user
clicks on an advertisement that a customer has placed within our website, or through a cost per thousand impression (CPM) model which
results in revenue being earned when we display an advertiser‘s advertisement within our search results, regardless if the user clicks on the
advertisement.

                                                                       F-7
Table of Contents



      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
                                                                            year ended                   nine months ended
                                                                           December 31,                    September 30,
                                                                  2007          2008         2009       2009             2010
                    Customer A                                      11 %           13 %        16 %        16 %               25 %
                    Customer B                                      32 %           27 %        23 %        23 %               19 %
                    Customer C                                      18 %           15 %        13 %        14 %                8%

      Amounts due from these significant customers were:
                                                                               At December 31,                 At September 30,
                                                                           2008                2009                  2010
                    Customer A                                           $ 2,176            $ 3,376        $              7,978
                    Customer B                                             3,883              4,610                       5,045
                    Customer C                                               —                  850                       1,025

      We believe significant customer amounts outstanding at December 31, 2009 and September 30, 2010 are collectible.

      Cost of Revenue

      Cost of revenue consists primarily of expenses incurred related to airfare and hotel search database costs and related bandwidth charges.
All costs of revenue are expensed as incurred.

      Marketing

       Marketing expenses are comprised primarily of costs of search engine marketing, brand advertising, affiliate referral fees, and public
relations. All marketing costs are expensed as incurred.

      Stock-Based Compensation

      We estimate the value of stock option awards on the date of grant using the Black-Scholes option-pricing model (the Black-Scholes
model). The determination of the fair value of stock option awards on the date of grant is affected by our estimated stock price as well as
assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the term
of the awards, expected term, risk-free interest rate, expected dividends and expected forfeiture rates. The forfeiture rate is estimated using
historical option cancellation information, adjusted for anticipated changes in exercise and employment termination behavior. We separate
employees into groups that have similar characteristics for purposes of making forfeiture estimates. Outstanding awards do not contain market
or performance conditions and therefore, we recognize stock-based compensation expense on a straight-line basis over the requisite service
period.

      Fair Value of Financial Instruments

     The carrying amounts of the Company‘s cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities,
approximate fair value because of their short maturities.

                                                                         F-8
Table of Contents



      Cash Equivalents and Marketable Securities

      Cash equivalents include all highly liquid investments maturing within 90 days from the date of purchase.

      Marketable securities are classified as held-to-maturity as we have the intent and ability to hold these investments to maturity. Marketable
securities are reported at amortized cost. Cash equivalents and marketable securities are invested in instruments we believe to be of
high-quality, primarily money market funds, U.S. Government obligations, State and Municipality obligations and corporate bonds with
remaining contractual maturities of less than one year.

      Accounts Receivable and Allowance for Doubtful Accounts

      We review accounts receivable on a regular basis and estimate an amount of losses for uncollectible accounts based on our historical
collections experience, age of the receivable and knowledge of the customer. We record changes in our estimate to the allowance for doubtful
accounts through bad debt expense and relieve the allowance when accounts are ultimately determined to be uncollectible.

      Property and Equipment

    Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is
computed on a straight-line basis over the estimated useful lives of the assets or, when applicable, the life of the lease, whichever is shorter.

      Software and Website Development Costs

      Certain costs to develop internal use computer software are capitalized provided these costs are expected to be recoverable. These costs
are included in property and equipment and are amortized over three years beginning when the asset is substantially ready for use. Costs
incurred during the preliminary project stage, as well as maintenance and training costs are expensed as incurred. We capitalized software and
web development costs of $538, $329 and $621 during the years ended December 31, 2007, 2008 and 2009, respectively, and $418 and $1,068
for the nine months ended September 30, 2009 and 2010, respectively. Amortization expense for software and website development costs were
$676, $517 and $466 for the years ended December 31, 2007, 2008 and 2009, respectively and $342 and $434 for the nine months ended
September 30, 2009 and 2010, respectively.

      Impairment of Long-Lived Assets

      Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the
asset may not be recoverable. When such events occur, we compare the carrying amounts of the assets to their undiscounted expected future
cash flows. If this comparison indicates that there is impairment, the amount of the impairment is calculated as the difference between the
carrying value and fair value.

      Goodwill

     Goodwill represents the excess of the cost of acquired business over the fair value of the assets acquired at the date of acquisition.
Goodwill is tested for impairment at least annually and whenever events or changes in circumstances indicate that goodwill may be impaired.
At December 31, 2009 and September 30, 2010 goodwill is not deductible for tax purposes.

      We assess goodwill for possible impairment using a two-step process. The first step identifies if there is potential goodwill impairment. If
step one indicates that an impairment may exist, a second step is performed to measure the amount of the goodwill impairment, if any.
Goodwill impairment exists when the estimated fair value of goodwill is less than its carrying value. If impairment exists, the carrying value of
the goodwill is reduced to fair value through an impairment charge in our consolidated statements of operations.

                                                                         F-9
Table of Contents


      For purposes of goodwill impairment testing, we estimate the fair value of the company using generally accepted valuation
methodologies, including market and income based approaches, and relevant data available through and as of the testing date. The market
approach is a valuation method in which fair value is estimated based on observed prices in actual transactions and on asking prices for similar
assets. Under the market approach, the valuation process is essentially that of comparison and correlation between the subject asset and other
similar assets. The income approach is a method in which fair value is estimated based on the cash flows that an asset could be expected to
generate over its useful life, including residual value cash flows. These cash flows are then discounted to their present value using a rate of
return that accounts for the relative risk of not realizing the estimated annual cash flows and for the time value of money.

      Warrant liability

      Warrants to purchase redeemable preferred stock are accounted for on the balance sheets at fair value as liabilities. Changes in fair value
are recognized in earnings in the period of change.

      Put liability

     In connection with our acquisition of swoodoo AG, we issued a put option on 825,000 shares of our common stock. The fair value of this
option was estimated to be $4,208 at the date of the acquisition and recorded as a liability on our balance sheet. Changes in fair value are
recognized in earnings in the period of change.

      Accumulated Other Comprehensive Income

      Accumulated other comprehensive income consists of foreign currency translation adjustments. The financial statements of swoodoo AG
are translated from its functional currency, Euros, into U.S. dollars. Assets and liabilities are translated at period end rates of exchange and
revenue and expenses are translated using average rates of exchange. The resulting gain or loss is included in accumulated other comprehensive
income on the balance sheet.

      Income Taxes

      We record income taxes under the liability method. Deferred tax assets and liabilities reflect our estimation of the future tax consequences
of temporary differences between the carrying amounts of assets and liabilities for book and tax purposes. We determine deferred income taxes
based on the differences in accounting methods and timing between financial statement and income tax reporting. Accordingly, we determine
the deferred tax asset or liability for each temporary difference based on the enacted tax rates expected to be in effect when we realize the
underlying items of income and expense. We consider many factors when assessing the likelihood of future realization of our deferred tax
assets, including our recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available
to us for tax reporting purposes, as well as other relevant factors. We may establish a valuation allowance to reduce deferred tax assets to the
amount we believe is more likely than not to be realized. Due to inherent complexities arising from the nature of our businesses, future changes
in income tax law, tax sharing agreements or variances between our actual and anticipated operating results, we make certain judgments and
estimates. Therefore, actual income taxes could materially vary from these estimates.

      Effective January 1, 2007, we adopted the authoritative guidance for uncertainty in income taxes. This guidance requires that we
recognize a tax benefit from an uncertain position only if it is more likely than not that the position is sustainable, based solely on its technical
merits and consideration of the relevant taxing authority‘s widely understood administrative practices and precedents. If this threshold is met,
we would measure the tax benefit as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate
settlement. The adoption of this guidance did not have a material impact on our financial statements.

                                                                         F-10
Table of Contents



      Recent Accounting Pronouncements

       In 2006, the FASB issued guidance regarding fair value measurements which defines fair value, establishes a market-based framework or
hierarchy for measuring fair value and expands disclosures about fair value measurements. This guidance is applicable whenever another
accounting pronouncement requires or permits assets and liabilities to be measured at fair value. It does not expand or require any new fair
value measures. This guidance became effective January 1, 2008 and was applied prospectively to fair value measurements and disclosures of
(i) financial assets and financial liabilities and (ii) nonfinancial assets and nonfinancial liabilities which are recognized or disclosed at fair value
in the financial statements on a recurring basis (at least annually). In February 2008, the FASB delayed the effective date regarding fair value
measurements and disclosures of nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in
the financial statements on a recurring basis (at least annually), to January 1, 2009. The application of this guidance did not have a material
effect on the consolidated financial statements.

       In 2009, the FASB issued an amendment to its guidance on fair value measurements and disclosures to provide guidance on the fair value
measurement of liabilities. This update provides clarification for circumstances in which a quoted price in an active market for the identical
liability is not available. This was effective in 2009 and did not have a material effect on our consolidated financial statements.

     In 2010, the FASB issued an amendment to guidance on the disclosure of fair value measurements. This update requires a gross
presentation of activities within the Level 3 roll forward and adds a new requirement to disclose transfers in and out of Level 1 and 2
measurements. The update also clarifies the following existing disclosure requirements regarding: (i) the level of disaggregation of fair value
measurements; and (ii) the disclosures regarding inputs and valuation techniques. This update is effective for our fiscal year beginning
January 1, 2010 except for the gross presentation of the Level 3 roll forward information, which is effective for our fiscal year beginning
January 1, 2011. The principle impact from this update was expanded disclosures regarding our fair value measurements.

      On January 1, 2009, we adopted the revised FASB guidance regarding business combinations which was required to be applied to
business combinations on a prospective basis. The revised guidance requires that the acquisition method of accounting be applied to a broader
set of business combinations, amends the definition of a business combination, provides a definition of a business, requires an acquirer to
recognize an acquired business at its fair value at the acquisition date and requires the assets and liabilities assumed in a business combination
to be measured and recognized at their fair values as of the acquisition date (with limited exceptions). There was no impact upon adoption and
the effects of this guidance will depend on the nature and significance of business combinations occurring after the effective date.

      In May 2009, the FASB issued guidelines on subsequent event accounting which sets forth: (i) the period after the balance sheet date
during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in
the financial statements; (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet
date in its financial statements; and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance
sheet date. These guidelines were effective for annual periods ending after June 15, 2009. There was no impact on the consolidated financial
results. We have evaluated subsequent events through November 17, 2010, the date of issuance of our consolidated financial statements.

3. Acquisitions

      On May 6, 2010, the Company acquired 100% of the outstanding share capital in swoodoo AG, a German entity that is similar in nature
to us for a total purchase price of $24,384, consisting of $9,451 in cash, 825,000 shares of common stock valued at $13.00 per share on the date
of the acquisition. Upon the occurrence of certain events, including the closing of a qualified initial public offering (IPO), during the thirty
business days following

                                                                         F-11
Table of Contents

our giving notice of such event, or at June 30, 2011, we will be obligated, at the holder‘s request, to repurchase any or all of the shares held by
such holder at a price of €13.33 ($18.14 at September 30, 2010) per share. We recorded a liability for the estimated fair value of this obligation
at $4,208 at the time of acquisition. This amount was recorded as contingent consideration and is included in the purchase price above. During
the nine months ended September 30, 2010, the fair value of the obligation decreased by $784. The decrease in the liability was recorded as a
gain and is included in other income (expense), net.

     We recognized $419 of acquisitions-related expenses for the nine months ended September 30, 2010 that were included in general and
administrative expenses.

      The following table summarizes the consideration paid for swoodoo AG and the amounts of the assets acquired and liabilities assumed at
the acquisition date.

      Fair value of consideration transferred:

                    Cash paid                                                                                      $    8,777
                    Cash paid for working capital adjustment                                                              674
                    Fair value of common stock                                                                         10,725
                    Fair value of put options issued                                                                    4,208
                    Total purchase consideration                                                                   $ 24,384


      The table below sets forth the final purchase price allocation.

                    Assets acquired:
                    Cash and cash equivalents                                                                      $    2,670
                    Other assets                                                                                        1,320
                    Identifiable intangible assets
                         Customer relationships (useful life - 8 years)                                                 4,900
                         Trade & domain names (useful life - 11 years)                                                  5,400
                         Current technology (useful life - 5 years)                                                     3,900
                         Non-compete Agreements (useful life - 3 years)                                                   700
                    Goodwill                                                                                           11,144
                    Total assets                                                                                       30,034
                    Liabilities assumed:
                    Deferred tax liability                                                                              4,714
                    Other liabilities                                                                                     936
                    Total net assets acquired                                                                      $ 24,384


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

      On December 22, 2007, the Company completed the acquisition of SideStep, Inc. an online travel search engine to obtain SideStep‘s user
base and brand name. Total consideration for the acquisition, net of cash acquired, was $175,603. Included in this amount was cash
consideration of $784 representing post-closing purchase price adjustments that were paid during 2008.

                                                                        F-12
Table of Contents



4. Marketable Securities

      The following tables summarize the investments in marketable securities:
                                                                                                             December 31, 2008
                                                                                                                   Gross
                                                                                        Amortized                Unrealized        Estimated
                                                                                          Cost                     Gains           Fair Value
Agency bonds                                                                            $      801              $         9        $      810
Government bonds                                                                             1,200                        —             1,200
Certificate of deposit                                                                         675                        —               675
Commercial paper                                                                             4,210                        6             4,216
Corporate debentures/bonds                                                                   3,857                        2             3,859
                                                                                        $ 10,743                $         17       $   10,760



                                                                                                            December 31, 2009
                                                                                                                  Gross
                                                                                    Amortized                   Unrealized         Estimated
                                                                                      Cost                        Gains            Fair Value
Certificate of deposit                                                              $        601               $         —         $      601
Commercial paper                                                                             749                         —                749
Corporate debentures/bonds                                                                   156                         —                156
                                                                                    $       1,506              $         —         $    1,506



                                                                                                            September 30, 2010
                                                                                                                  Gross
                                                                                    Amortized                   Unrealized         Estimated
                                                                                      Cost                        Gains            Fair Value
Agency bonds                                                                        $         479              $         —         $      479
Agency discount notes                                                                       1,249                        —              1,249
U.S. government bonds                                                                         200                        —                200
Non-U.S. government bonds                                                                     126                        —                126
Certificate of deposit                                                                        150                        —                150
Commercial paper                                                                              150                        —                150
Corporate debentures/bonds                                                                  1,481                        1              1,482
                                                                                    $       3,835              $           1       $    3,836


5. Property and Equipment

      Property and equipment at December 31, 2008 and 2009 and September 30, 2010 consisted of the following:
                                                                                                                                   September
                                                                       Estimated                                                       30,
                                                                          Life                          December 31,                  2010
                                                                                                 2008                   2009
Computer equipment                                                 3 years                   $      1,793           $    2,364     $    2,654
Furniture and fixtures                                             5 years                            156                  306            383
Leasehold improvements                                             Life of lease                      159                  921            993
Office equipment                                                   5 years                             61                   35             35
Software                                                           3 years                             12                   35             97
Vehicle                                                            5 years                             53                   53            105
Website development                                                3 years                          4,884                5,505          6,500
                                                                                                  7,118                  9,219         10,767
Accumulated depreciation                                                                         (3,959 )               (5,891 )       (7,469 )
Net property and equipment          $   3,159   $   3,328   $   3,298


                             F-13
Table of Contents


     Depreciation expense was $1,196, $1,890 and $2,052 for the years ended December 31, 2007, 2008 and 2009, respectively and $1,527
and $2,157 for the nine months ended September 30, 2009 and 2010, respectively.

6. Intangible Assets

The following tables detail our intangible asset balances by major asset class:
                                                                                                         At December 31, 2008
                                                                                            Gross                                   Net
                                                                                           Carrying           Accumulated         Carrying
                                                                                           Amount             Amortization        Amount
Intangible asset class
    Domain and trade names                                                                $ 26,359           $      (2,876 )     $ 23,483
    Customer relationships                                                                   3,300                    (750 )        2,550

     Total                                                                                $ 29,659           $      (3,626 )     $ 26,033


                                                                                                         At December 31, 2009
                                                                                            Gross                                   Net
                                                                                           Carrying           Accumulated         Carrying
                                                                                           Amount             Amortization        Amount
Intangible asset class
    Domain and trade names                                                                $ 26,361           $      (5,512 )     $ 20,849
    Customer relationships                                                                   3,300                  (1,442 )        1,858

     Total                                                                                $ 29,661           $      (6,954 )     $ 22,707


                                                                                                        At September 30, 2010
                                                                                            Gross                                   Net
                                                                                           Carrying           Accumulated         Carrying
                                                                                           Amount             Amortization        Amount
Intangible asset class
    Domain and trade names                                                                $ 31,294           $      (7,470 )     $ 23,824
    Customer relationships                                                                   8,209                  (2,044 )        6,165
    Technology                                                                               4,146                    (332 )        3,814
    Non-compete agreements                                                                     744                     (99 )          645

     Total                                                                                $ 44,393           $      (9,945 )     $ 34,448


     Amortization expense was $289, $3,324 and $3,328 for the years ended December 31, 2007, 2008 and 2009, respectively and $2,496 and
$2,766 for the nine months ended September 30, 2009 and 2010, respectively. Amortization related to domain and trade names is included in
technology expense and amortization related to customer relationships is included in general and administrative expense. Intangible assets are
amortized on a straight-line basis over their estimated economic lives. We believe that the straight-line method of amortization reflects an
appropriate allocation of the cost of the intangible assets to earnings in proportion to the amount of economic benefits obtained.

                                                                       F-14
Table of Contents


      As of December 31, 2009, future amortization expense for the next 5 years and after is expected to be:

                    2010                                                                                            $    3,321
                    2011                                                                                                 3,248
                    2012                                                                                                 3,197
                    2013                                                                                                 2,636
                    2014 and after                                                                                      10,305

                    Total                                                                                           $ 22,707


7. Goodwill

      There were no changes in the carrying amount of goodwill in 2008 or 2009. Changes for the nine months ended September 30, 2010 were
as follows:

                    Balance, December 31, 2009                                                                     $ 142,982
                    Acquisition of swoodoo AG                                                                         11,144
                    Sale of Travelpost, Inc.                                                                          (2,353 )
                    Foreign currency translation                                                                         702
                    Balance, September 30, 2010                                                                    $ 152,475


8. Accrued Expenses

      Accrued expenses consisted of the following:

                                                                                                                    September
                                                                                                                        30,
                                                                                        December 31,                   2010
                                                                                 2008                  2009
                    Accrued bonus                                             $ 1,657              $ 3,405         $     3,157
                    Taxes payable                                                 612                  —                 3,105
                    Accrued search fees                                         1,921                   40               1,179
                    Accrued marketing                                             240                  —                 1,176
                    Accrued affiliate payments                                  1,463                1,101                 549
                    Other accrued expenses                                      1,619                1,384               2,170
                                                                              $ 7,512              $ 5,930         $    11,336


9. Long-Term Debt

      There was no outstanding long-term debt as of December 31, 2009 or September 30, 2010. Long-term debt as of December 31, 2008
consisted of the following:
                                                                                                               December 31,
                                                                                                                   2008
                    Senior term loan                                                                           $        15,000
                    Subordinated term loan                                                                              10,200
                    Discount—Warrants                                                                                     (510 )
                    Discount—Final payment fee                                                                            (160 )
                                                                                                                        24,530
                    Less current portion of long-term debt                                                              (7,500 )
                                                                                                               $        17,030
     In December 2007, the Company entered into $20,000 of senior term loans and $10,000 of subordinated term loans with Silicon Valley
Bank and Gold Hill Capital, respectively. These loans were repaid during 2009.

                                                                  F-15
Table of Contents

At the inception of the loan, we recorded commitment fees of $350 which were being amortized over the term of the loans. Upon repayment of
the debt, these fees were expensed in full and included as part of the early extinguishment expense discussed below.

      In conjunction with these loans, the Company issued warrants to purchase Series D Convertible Preferred Stock. Proceeds have been
allocated to the warrants using the residual method based on the estimated fair value of the warrants at the date of the loans. Refer to Note
12—Redeemable Convertible Preferred Stock for further information on the warrants. Amounts related to the debt discount of the Series D
warrants were being amortized over 5 years, which was the term of the debt. Upon repayment of the debt, these fees were expensed in full.

      At the time of repayment we incurred $1,005 of expense in connection with the early extinguishment of debt. This amount was included
in other income (expense), for the year ended December 31, 2009 and the nine months ended September 30, 2009.

10. Income Taxes

      The significant components of the provision for income taxes are as follows:
                                                                                     December 31,                                September 30,
                                                                          2007         2008             2009              2009                   2010
Current:
    Federal                                                              $—           $ 238         $      141      $       355            $         482
    State                                                                 —             177              1,008            1,224                    2,580
           Total current                                                   —             415             1,149            1,579                    3,062
Deferred
    Federal                                                                —             —              (3,098 )            —                      7,094
    State                                                                  —             —                (827 )            —                        —
           Total deferred                                                  —             —              (3,925 )            —                      7,094
Income tax expense (benefit)                                             $—           $ 415         $ (2,776 )      $ 1,579                $ 10,156


      Provisions for income taxes compared with income taxes based on the federal statutory tax rate of 35% were as follows:
                                                                                                                           December 31,
                                                                                                                   2008                          2009
U.S. Statutory federal income tax rate                                                                               35.0 %                        35.0 %
State income taxes, net of federal benefits                                                                           3.2 %                        15.8 %
Compensation related to incentive stock options                                                                      26.6 %                        27.0 %
Warrants                                                                                                             (2.1 )%                        5.7 %
Change to valuation allowance                                                                                       (55.8 )%                      (94.9 )%
NOL utilization                                                                                                       —                           (54.2 )%
Other                                                                                                                 0.7 %                        (1.5 )%
Effective income tax rate                                                                                               7.5 %                     (67.1 )%


                                                                      F-16
Table of Contents


      Significant components of the Company‘s deferred tax assets and liabilities at December 31, 2008 and 2009 were as follows:
                                                                                                                           December 31,
                                                                                                                    2008                      2009
Deferred tax assets:
    Net operating loss carryforward                                                                             $    15,734               $ 10,256
    Start-up and organizational costs                                                                                   113                     —
    Accruals and reserves                                                                                               253                    456
    Stock options                                                                                                        —                   1,633
    Research and development credits                                                                                    751                  1,003
     Total gross deferred tax assets                                                                                 16,851                   13,348
     Valuation allowance                                                                                             (6,139 )                     —
           Total deferred tax assets                                                                                 10,712                   13,348
Deferred tax liabilities:
    Restricted stock                                                                                                    (15 )                     —
    Depreciation and amortization                                                                                   (10,697 )                 (9,423 )
           Total deferred tax liabilities                                                                           (10,712 )                 (9,423 )
Net deferred tax asset                                                                                          $          —              $    3,925


      Realization of the future tax benefits is dependent on many factors, including the Company‘s ability to continue to generate taxable
income within the net operating loss (NOL) carryforward period. Prior to 2009, the Company did not have sufficient history of generating
taxable income to support the assumption that it was more likely than not that future tax benefits would be realized and as such, a full valuation
reserve was recorded against the related deferred tax assets. During the fourth quarter of 2009, based on historical and expected operating
results, we determined that it was more likely than not that future tax benefits would be realized and released the valuation allowance of
$3,925.

     At December 31, 2009 and September 30, 2010, the Company had approximately $33,141 and $24,111, respectively, of federal and state
tax NOLs that expire beginning in 2027 and 2014, respectively. This includes the effect of Section 382 limitations on the Company‘s federal
NOL due to certain ownership changes in prior years. Additionally, this NOL includes $9,276 at December 31, 2009 and $9,276 and
September 30, 2010 attributable to the excess tax deductions on stock option activity which is not included in the above deferred tax schedule.
The tax benefit of this deduction will be recorded through additional paid in capital at such time as the NOL is used to reduce income taxes
payable.

      As of September 30, 2010, the Company had gross unrecognized tax benefits of $513 and no accrued interest or penalties. Included in the
additions for tax positions taken for prior years, are amounts related to the Company‘s acquisition of swoodoo.

    We had unrecognized tax benefits of $231 at December 31, 2007. There were no changes in 2008 or 2009. The following table
summarizes the changes in the balance of gross unrecognized tax benefits from December 31, 2009:

Unrecognized tax benefits at December 31, 2009                                                                                                 $ 231
Additions for tax positions of acquired companies                                                                                                282
Unrecognized tax benefits at September 30, 2010                                                                                                $ 513


                                                                      F-17
Table of Contents


      The total amount of unrecognized tax benefits, if recognized, that would impact effective tax rate is $478. The Company does not
currently anticipate that the total amount of unrecognized tax benefits will significantly change within the next 12 months.

      All years are open for examination by federal and state taxing authorities. There are no tax audits currently ongoing. Management
believes it has adequately reserved for all uncertain tax positions. The assessment relies on estimates and assumptions and may involve a series
of complex judgments about future events.

11. Commitments and Contingencies

      Operating Leases

      We lease our office and data center facilities under noncancelable leases that expire at various points through January 2016. We are also
responsible for certain real estate taxes, utilities and maintenance costs on our office facilities. Rent expense was approximately $528, $1,120
and $1,307 for the years ended December 31, 2007, 2008 and 2009, respectively and $998 and $786 for the nine months ended September 30,
2009 and 2010, respectively. Future minimum payments under non cancelable operating lease agreements as of December 31, 2009 are as
follows:

                    2010                                                                                           $    1,366
                    2011                                                                                                1,140
                    2012                                                                                                  826
                    2013                                                                                                  676
                    2014                                                                                                  556
                    Thereafter                                                                                            480
                    Total                                                                                          $    5,044


     In addition, we have various content licensing and technology agreements that if not renewed, will expire at various times through 2010
and 2011. Content licensing and technology expense for the years ended December 31, 2007, 2008 and 2009 was approximately $4,330, $7,076
and $6,514, respectively and for the nine months ended September 30, 2009 and 2010 was $4,569 and $5,788, respectively.

      Future minimum payments under content licensing and technology agreements are as follows at December 31, 2009:

                    2010                                                                                           $    7,431
                    2011                                                                                                7,200
                    Total                                                                                          $ 14,631


      Legal Matters

      We are involved in various legal proceedings, including, but not limited to, actions relating to breach of contract and intellectual property
infringement that involve claims for substantial amounts of money or for other relief or that might necessitate changes to our business or
operations. If any legal proceedings were to result in an unfavorable outcome, it could have a material adverse effect on our business, financial
position and results of operations; however, at this time, we are unable to estimate the potential range of loss, if any, and it is too early to
determine the likelihood of whether or not any of these claims will ultimately result in a loss. As such, we have not recorded any accrual for
potential loss as of December 31, 2009 or September 30, 2010.

12. Redeemable Convertible Preferred Stock

    The Company has authorized 26,876,384 shares of redeemable convertible preferred stock, and has designated six series as of
December 31, 2009: 6,600,000 shares of Series A Preferred, 1,176,051 shares of Series

                                                                       F-18
Table of Contents

A-1 Preferred, 4,989,308 shares of Series B Preferred, 2,138,275 shares of Series B-1 Preferred, 3,897,084 shares of Series C Preferred and
8,075,666 Series D Preferred.

      Series A Preferred

     In March and June 2004, the Company issued an aggregate of 6,600,000 shares of Series A Preferred at $1.00 per share for gross
proceeds of $6,600.

      Series A-1 Preferred

      In November 2004, the Company issued an aggregate of 825,000 shares of Series A-1 Preferred at $2.00 per share for gross proceeds of
$1,650. The purchase price of the shares was subject to adjustment based on any dilution occurring as a result of any subsequent stock offering
that occurred prior to February 1, 2006 at a price per share lower than $2.00. Consequently, in February 2006, an additional 351,051 shares
were issued to Series A-1 holders to adjust the stock purchase price to $1.403 per share, the per-share price of the Series B Preferred Stock.

      Series B Preferred

      In February 2006, the Company issued 4,989,308 shares of its Series B Preferred at $1.403 per share for gross proceeds of $7,000.

      Series B-1 Preferred

      In April 2006, the Company issued 2,138,275 shares of its Series B-1 Preferred at $1.403 per share for gross proceeds of $3,000.

      Series C Preferred

      In May 2006, the Company issued 3,855,180 shares of its Series C Preferred at $2.983 per share for gross proceeds of $11,500.

      Series D Preferred

     In December 2007, the Company issued 8,008,842 shares of its Series D Preferred at $20.727 per share for gross proceeds of $166,000
and $278 in issuance costs.

      A summary of the current rights and preferences of the Series A, A-1, B, B-1, C and D Preferred are as follows:

      Voting

     Series A, A-1, B, B-1, C and D Preferred stockholders are entitled to one vote per common share equivalent on all matters voted on by
holders of common stock.

      Dividends

      Series A, A-1, B, B-1, C and D Preferred stockholders are entitled to receive dividends that are paid on common stock of the Company
equal to an amount of the largest number of whole shares of common stock into which the shares of preferred stock are convertible into. In
addition, Series A, A-1, B, B-1, C and D preferred stockholders are entitled to receive, out of funds legally available, dividends at the rate of
6% per annum of the

                                                                       F-19
Table of Contents

adjusted original issue price per share and are accumulated regardless if declared. Accumulated and unpaid dividends totaled $28,242 at
December 31, 2009 and $37,051 September 30, 2010. Dividends are payable upon a liquidation event, redemption or if declared by the Board
of Directors.

      Liquidation Rights

      In the event of a liquidation, dissolution or winding up of the Company, a sale of all or substantially all of the Company‘s assets, and
certain mergers, before any distribution payments to common stockholders, the holders of Series A, A-1, B, B-1, C and D Preferred are entitled
to an amount equal to the liquidation preference payment. The liquidation preference payment is equal to the original stock price paid per share
multiplied by 1.5 for the Series A holders ($1.50 per share), Series A-1 holders ($2.104 per share), Series B holders ($2.104 per share), Series
B-1 holders ($2.104 per share), Series C holders ($4.475 per share) and Series D holders ($31.09 per share) plus unpaid dividends (whether or
not declared).

      Conversion

      Each share of Series A, A-1, B, B-1, C and D preferred is convertible into one share of common stock, adjusted for certain anti-dilutive
events. Conversion is at the option of the holder but becomes automatic upon (i) the completion of an initial public offering involving net
proceeds of at least $25,000 at a price per share that equals or exceeds $31.09 per share, subject to certain adjustments, or (ii) upon the election
of the holders of shares of preferred stock representing 58% of the votes applicable to such preferred stock, provided that with respect to Series
D Preferred, such election must also include at least two-thirds of the Series D holders (Requisite Holders). Upon a conversion event holders
are not entitled to receive any previously accumulated and unpaid dividends.

      Redemption

      At any time on or after December 21, 2012, upon the written request of the Requisite Holders, the Company shall redeem, in three equal
annual installments, all outstanding Series A, A-1, B, B-1, C and D Preferred, in cash, at an amount equal to the applicable liquidation
preference payment, as described above.

      Preferred Stock Warrants

      In connection with the issuance of subordinated term loans in 2007, the lender received warrants to purchase 62,000 shares of Series D
preferred stock at an exercise price of $20.73 per share. The warrants expire on the tenth anniversary of the loan closing date (December 2017).
In connection with the transaction the Company recorded a separate warrant liability based on the estimated fair value at the issuance date by
allocating proceeds first to the warrants and the remaining to the loans (the residual method). Warrants are valued at each reporting period with
changes recorded in the statement of operations. The fair value of these warrants was $297, $681 and $650 as of December 31, 2008 and 2009
and September 30, 2010, respectively, based on the following assumptions using the Black-Scholes model:
                                                                                                                                       September
                                                                                                                                           30,
                                                                                                          December 31,                    2010
                                                                                                   2008                  2009
Risk free interest rate                                                                              1.6 %                 2.2 %              1.1 %
Expected volatility                                                                                 55.1 %                54.5 %             51.0 %
Expected life (in years)                                                                               5                     4                  4
Dividend yield                                                                                       0.0 %                 0.0 %              0.0 %

      The mark to market gain (loss) on these warrants was $348 and $(384) for the years ended December 31, 2008 and 2009 and $361 and
$(31) for the nine months ended September 30, 2009 and 2010, respectively.

                                                                        F-20
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. Using the Black-Scholes model at December 31, 2008 and 2009 and
September 30, 2010, the fair value of these warrants was $115, $400 and $514, respectively, based on the following assumptions:
                                                                                                                                     September
                                                                                                                                         30,
                                                                                                 December 31,                           2010
                                                                                       2008                     2009
Risk free interest rate                                                                        1.6 %                    1.9 %               0.6 %
Expected volatility                                                                           55.1 %                   54.8 %              52.7 %
Expected life (in years)                                                                         5                        3                   3
Dividend yield                                                                                 0.0 %                    0.0 %               0.0 %

     The mark to market gain (loss) on these warrants was $(12) and $(285) for the years ended December 31, 2008 and 2009, respectively,
and $282 and $114 for the nine months ended September 30, 2009 and 2010, respectively.

13. Stockholders’ Equity

      Common Stock

      A summary of the current rights and preferences of common stock are as follows:

      Voting

       Common stockholders are entitled to one vote per share of common stock held on all matters on which such common stockholder is
entitled to vote.

      Dividends

     Common stockholders are eligible to receive dividends on common stock held when funds are available and as approved by the Board of
Directors.

      Liquidation Rights

      In the event of liquidation, dissolution or winding up of the Company, a sale of all or substantially all of the Company‘s assets, and
certain mergers, common stockholders are entitled to receive all assets of the Company available for distribution, subject to the preferential
rights of any outstanding shares of preferred stock.

14. Stock Options and Restricted Stock

      The Board of Directors adopted the 2004 Stock Option Plan (Plan) and the Third Amended and Restated 2005 Equity Incentive Plan,
which permits the sale or award of restricted common stock or grant of incentive and nonqualified stock options for the purchase of common
stock to employees, directors and consultants up to a maximum of 2,180,000 shares under the Plan and up to 6,034,496 shares under the Third
Amended and Restated 2005 Equity Incentive Plan. At December 31, 2009 and September 30, 2010, 335,724 and 715,451 shares, respectively,
were available under the 2005 Equity Incentive Plan for future issuances of restricted common stock or grants of stock options.

      Restricted Stock

     The Company has issued shares of restricted common stock to employees, directors and consultants, which are subject to repurchase
agreements and generally either vest over a four-year period from date of grant or

                                                                       F-21
Table of Contents

immediately at the time of the grant. If the holder ceases to have a business relationship with the Company, the Company may repurchase any
unvested shares of restricted common stock held by these individuals at their original purchase price, ranging from $1.00 to $15.50 per share
for the period ended September 30, 2010.

      Restricted stock is subject to transfer restrictions and contains the same rights and privileges as unrestricted shares of common stock.
Shares of restricted stock are presented as outstanding as of the date of issuance. As of December 31, 2009 and September 30, 2010, there were
345 and no shares subject to repurchase, respectively. The Company granted restricted stock shares to employees totaling 153,413 and 25,000
for the years ended December 31, 2008 and 2009 respectively, and 54,898 for the nine months ended September 30, 2010. Grants made during
2008, 2009 and 2010 all vested immediately as of the date of the grant.

      The following table summarizes the activity of restricted stock:
                                                                                                                                      Weighted-
                                                                                                                                       Average
                                                                                                                Number of             Grant Date
                                                                                                                 Shares               Fair Value
Outstanding – December 31, 2006                                                                                   498,639            $      1.28
Issued                                                                                                            218,107                   3.02
Repurchased                                                                                                       (50,000 )                 1.00
Outstanding – December 31, 2007                                                                                   666,746            $     1.87
Issued                                                                                                            153,413                 13.54
Repurchased                                                                                                       (39,637 )                2.59
Outstanding – December 31, 2008                                                                                   780,522                   4.13
Issued                                                                                                             25,000                   7.50
Outstanding – December 31, 2009                                                                                   805,522                  4.42
Issued                                                                                                             54,898                 11.29
Outstanding – September 30, 2010                                                                                  860,420            $      4.86

Vested restricted common stock – December 31, 2008                                                                768,251            $      4.13

Vested restricted common stock – December 31, 2009                                                                805,177            $      4.42

Vested restricted common stock – September 30, 2010                                                               860,420            $      4.86


      Stock Options

      Stock options generally have terms of ten years. Stock options granted under the stock plans will typically vest 25% after the first year of
service and ratably each month over the remaining 36-month period contingent upon employment with the Company on the date of vesting.

      The Company utilizes the Black-Scholes model to determine the fair value of stock options. Management is required to make certain
assumptions with respect to selected model inputs, including anticipated changes in the underlying stock price (i.e., expected volatility) and
option exercise activity (i.e., expected term). The Company bases its expected volatility on the historical volatility of comparable publicly
traded companies for a period that is equal to the expected term of the options. The expected term of options granted is derived using the
―simplified‖ method as allowed under the provisions of the Securities and Exchange Commission‘s Staff Accounting Bulletin No. 107 and
represents the period of time that options granted are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield in effect
at the time of the grant period for a period commensurate with the estimated expected life.

                                                                         F-22
Table of Contents


      The following table summarizes stock option activity:
                                                                                                                   Weighted-
                                                                                                                   Average           Aggregate
                                                                  Number of             Exercise Price             Exercise          Intrinsic
                                                                   Shares                Per Share                  Price             Value
Outstanding—December 31, 2006                                       2,604,500       $       1.00 - $1.40           $      1.38
Issued                                                              2,173,170               2.98 - 14.00                  6.22
Exercised                                                            (281,500 )              1.00 - 2.98                  1.80      $    1,290
Forfeited                                                            (250,000 )              1.00 - 2.98                  2.43
Outstanding—December 31, 2007                                       4,246,170       $      1.00 - $14.00           $    3.81
Issued                                                              2,483,000                      15.50               15.50
Exercised                                                            (706,785 )              1.00 - 5.00                1.27        $ 10,058
Forfeited                                                            (487,117 )             1.00 - 15.50               12.59
Outstanding—December 31, 2008                                       5,535,268               1.00 - 15.50                8.61
Issued                                                              3,269,000                7.5 - 15.50                8.15
Exercised                                                            (229,482 )              1.00 - 5.00                2.31        $    1,425
Cancelled                                                          (2,044,000 )            12.50 - 15.50               14.96
Forfeited                                                            (826,210 )            1.403 - 15.50               13.48
Outstanding—December 31, 2009                                       5,704,576               1.00 - 15.50                5.62
Issued                                                              1,595,000              11.29 - 13.00               12.66
Exercised                                                             (85,225 )              1.00 - 7.50                3.36        $      745
Forfeited                                                            (352,125 )             1.403 - 7.50                7.46
Outstanding—September 30, 2010                                      6,862,226       $       1.00 - 15.50           $      7.19

Vested stock options—December 31, 2008                              2,393,460       $       1.00 - 15.50           $      3.55      $    9,369

Vested stock options—December 31, 2009                              2,064,444       $       1.00 - 15.50           $      3.48      $ 18,827

Vested stock options—September 30, 2010                             3,197,305       $       1.00 - 15.50           $      4.39      $ 33,383


      The fair value of vested shares was $3,467 and $2,689 at December 31, 2008 and 2009, respectively and $2,810 at September 30, 2010.

      The weighted-average fair value of options granted during the years ended December 31, 2008 and 2009 was $6.54 and $4.21 per share,
respectively, and $6.41 at September 30, 2010 based on the Black-Scholes model. The following weighted-average assumptions were used for
grants:
                                                                                                 December 31,                    September 30,
                                                                                          2008                  2009                 2010
Risk-free interest rate                                                                      3.0 %                2.5 %                    2.7 %
Expected volatility                                                                         58.9 %               57.4 %                   49.1 %
Expected life (in years)                                                                       6                    6                        6
Dividend yield                                                                               0.0 %                0.0 %                    0.0 %

                                                                   F-23
Table of Contents


      The following table summarizes information concerning outstanding and exercisable options as of December 31, 2009:
                                                   Options Outstanding                                            Options Exercisable
                                                            Weighted
                                                            Average
                                                           Remaining             Weighted-                                              Weighted-
        Range of                                           Contractual           Average                                                Average
        Exercise                 Number of                     Life              Exercise                  Number                       Exercise
         Prices                   Shares                     (Years)              Price                    of Shares                     Price
        $ 1.00                       617,039                      4.26          $    1.00                    617,039                    $    1.00
        $ 1.40                       441,464                      5.82          $    1.40                    435,909                    $    1.40
        $ 2.98                       258,740                      6.70          $    2.98                    226,187                    $    2.98
        $ 5.00                     1,402,500                      7.44          $    5.00                    871,006                    $    5.00
        $ 7.50                     2,904,833                      8.87          $    7.50                    213,319                    $    7.50
        $15.50                        80,000                      8.48          $   15.50                     30,000                    $   15.50

      The weighted average remaining contractual term for options exercisable as of December 31, 2009 and September 30, 2010 was 6.3 and
6.2 years, respectively.

      The fair value of the common stock has been determined by the Board of Directors at each award grant date based on a variety of factors,
including arm‘s length sales of the Company‘s capital stock (including redeemable convertible preferred stock), valuations of comparable
public companies, the Company‘s financial position and historical financial performance, the status of technological developments within the
Company‘s products, the composition and ability of the technology and management team, an evaluation of and benchmark to the Company‘s
competition, the current climate in the marketplace, the illiquid nature of the common stock, the effect of rights and preferences of preferred
shareholders, and the prospects of a liquidity event, among others. In addition, at least annually the Company obtains an independent third
party valuation to assist in determining the current market value of the stock.

       In 2009, the Company offered employees the ability to modify their stock options that were previously granted at an exercise price in
excess of the valuation that was obtained at December 31, 2008. In return for adjusting the fair market value of the options, the vesting on the
awards would reset as of July 7, 2009. Employees would then vest in equal monthly installments over the next four years. 2,044,000 options
relating to 49 employees were reset at July 7, 2009 with an exercise price of $7.50. In connection with this modification, the Company incurred
additional noncash compensation expense of $2,565 for the incremental value of the modified options. This expense will be recognized on a
straight-line basis over the vesting period of the new grant.

      During 2008, the Company accelerated options related to two terminated employees. Total options accelerated were 30,625 shares which
resulted in additional compensation of $300.

      At December 31, 2009 and September 30, 2010, total unrecognized estimated compensation expense related to non-vested stock options
granted prior to that date was approximately $11,380 and $22,847, respectively. This expense will be recognized on a straight-line basis over
the weighted average remaining vesting period of 3.7 years as of December 31, 2009 and 3.8 years as of September 30, 2010.

                                                                         F-24
Table of Contents



15. Earnings per Share

    The following table sets forth the computation of basic and diluted earnings per share of common stock for the three years ended
December 31, 2007, 2008 and 2009 and the nine months ended September 30, 2009 and 2010:
                                                                                                                            Nine Months Ended
                                                                   Year Ended December 31,                                    September 30,
                                                  2007                       2008                 2009                  2009                  2010
Basic Earnings per Share:
Net income                                   $       (4,368 )           $        5,101       $        6,912        $       10,439        $        6,158
Redeemable preferred stock dividends                 (2,085 )                  (11,728 )            (11,728 )              (8,796 )              (8,796 )
Amounts allocated to participating
  preferred stockholders                                  —                         —                     —                (1,376 )                   —
Net income available to common
  shareholders—basic                         $       (6,453 )           $        (6,627 )    $       (4,816 )      $          267        $       (2,638 )
Weighted average common shares
 outstanding                                      3,860,114                  4,831,777            5,223,187             5,193,555             6,164,171
Basic earnings per share                     $           (1.67 )        $         (1.37 )    $           (0.92 )   $         0.05        $           (0.43 )

Diluted earnings per share:
Net income                                   $       (4,368 )           $        5,101       $        6,912        $       10,439        $        6,158
Redeemable preferred stock dividends                 (2,085 )                  (11,728 )            (11,728 )              (8,796 )              (8,796 )
Amounts allocated to participating
  preferred stockholders                     $            —             $           —        $            —        $       (1,376 )      $            —
Net income available to common
  shareholders—diluted                       $       (6,453 )           $        (6,627 )    $       (4,816 )      $          267        $       (2,638 )
Weighted average common shares
 outstanding                                      3,860,114                  4,831,777            5,223,187             5,193,555             6,164,171
Diluted (loss) earnings per share            $           (1.67 )        $         (1.37 )    $           (0.92 )   $         0.05        $           (0.43 )


      The weighted average effect of potentially dilutive securities that have been excluded from the calculation of diluted net loss per common
share because the effect is anti-dilutive is as follows:
                                                                                                                            Nine Months Ended
                                                                   Year Ended December 31,                                    September 30,
                                                  2007                       2008                 2009                  2009                  2010
Options to purchase common stock and
  common stock subject to repurchase              4,246,170                  5,535,268            5,696,346             5,541,600             6,862,226
Convertible preferred stock (as
  converted basis)                               26,767,656                 26,767,656           26,767,656            26,767,656            26,767,656
Convertible preferred stock warrants (as
  converted basis)                                  103,904                    103,904             103,904               103,904               103,904

16. Fair Value Measurements

      Generally accepted accounting principles set forth a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair
value. The three tiers are Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than
quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no
market data exists, therefore requiring an entity to develop its own assumptions.

                                                                             F-25
Table of Contents


      Our preferred stock warrants and common stock put options are measured at fair value on a recurring basis. The preferred stock warrants
are valued using the Black-Scholes model with the following assumptions: share price, exercise price, expected term, volatility, risk-free
interest rate and dividend yield as described in Note 12—Redeemable Convertible Preferred Stock .

        Using the Black-Scholes model, the common stock put options are valued at $3,424 based on the following assumptions at September 30,
2010:

                    Risk free interest rate                                                                               0.2 %
                    Expected volatility                                                                                  37.7 %
                    Expected life (in years)                                                                                1
                    Dividend yield                                                                                        0.0 %

      Changes in valuation during the years ended December 31, 2008 and 2009 and the nine months ended September 30, 2010 were as
follows:
                                                                                                              Level 3               Level 3
                                                                                                             Stock Put              Warrant
                                                                                                              Option              Instruments
Balance, December 31, 2007                                                                                  $       —             $       748
Mark to market adjustment                                                                                           —                    (336 )
Balance, December 31, 2008                                                                                          —                     412
Mark to market adjustment                                                                                           —                     669
Balance, December 31, 2009                                                                                         —                    1,081
Fair value at issuance                                                                                          4,208                      —
Mark to market adjustment                                                                                        (784 )                    82
Balance, September 30, 2010                                                                                 $   3,424             $     1,163


17. Employee Benefit Plan

     In June 2004, the Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan
covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual
compensation on a pre-tax basis, subject to legal limitations. Company contributions to the plan may be made at the discretion of the Board of
Directors. The Company has made no contributions to the 401(k) plan to date.

18. Related Party Transactions

      In March 2010, we sold Travelpost, a website that was acquired in 2007, to a corporation affiliated with certain members of our Board of
Directors. In return, we received 800,000 shares of common stock in the new company and $3,600 in cash. We recorded a gain on the sale of
$465 which is included in other income expense, net. In addition we entered into a commercial agreement pursuant to which we granted the
new company a three-year license to reproduce and publicly display hotel reviews and hotel related information in exchange for a monthly
license fee of $50 for the term of the license.

      In July 2008, the Company loaned two stockholders a combined $1,100 under secured promissory notes bearing interest at 3.2% in
connection with restricted stock grants of 150,000 shares of common stock. In 2009, one stockholder borrowed an additional $1,000 and the
other borrowed an additional $1,500 under new secured promissory notes bearing interest at a rate per annum of 2.06%. These agreements
replaced the previous agreements. These notes, including interest, were repaid in full in March 2010.

                                                                     F-26
Table of Contents



                      SCHEDULE II—CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS

                                                (In thousands)
                                                                                        Additions
                                          Balance           Additions                    Acquired     Balance
                                             at             Charged                        from       at End
                                         Beginning             to                        Business        of
                                         of Period          Expense     Deductions     Combinations   Period
Allowance for doubtful accounts:
Year Ended December 31, 2007             $     64           $     122   $     (113 )   $         99   $   172
Year Ended December 31, 2008                  172                 420         (171 )            —         421
Year Ended December 31, 2009                  421               1,030         (485 )            —         966
Nine Months Ended September 30, 2010     $    966           $     568   $     (172 )   $        —     $ 1,362
Allowance for deferred tax assets:
Year Ended December 31, 2007             $   7,758          $     58    $     —        $        —     $ 7,816
Year Ended December 31, 2008                 7,816               —          1,677               —       6,139
Year Ended December 31, 2009                 6,139               —          6,139               —         —
Nine Months Ended September 30, 2010     $     —            $    —      $     —        $        —     $   —

                                                     F-27
Table of Contents


                                                                     PART II

                                           INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.       Other Expenses of Issuance and Distribution

      The following table sets forth the fees and expenses, other than underwriting discounts and commissions, payable in connection with the
registration of the common stock hereunder. All amounts are estimates except the SEC registration fee, the FINRA filing fee and
the          listing fee.

Securities and Exchange Commission registration fee                                                                                    $ 3,565
FINRA filing fee                                                                                                                       $ 5,500
     listing fee                                                                                                                             *
Accounting fees and expenses                                                                                                                 *
Legal fees and expenses                                                                                                                      *
Transfer agent fees and expenses                                                                                                             *
Printing and engraving expenses                                                                                                              *
Miscellaneous expenses                                                                                                                       *
     Total expenses                                                                                                                    $     *



           *        To be provided by amendment.

Item 14.       Indemnification of Directors and Officers

      Section 102 of the Delaware General Corporation Law permits a corporation in its certificate of incorporation or an amendment to
eliminate or limit the personal liability of its directors or its stockholders for monetary damages for a breach of fiduciary duty as a director,
except where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly
violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of law or obtained an improper personal
benefit. Our amended and restated certificate of incorporation, that will be in effect upon completion of this offering, provides that no director
shall be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any
provision of law imposing such liability, except to the extent that Delaware law prohibits the elimination or limitation of liability of directors
for breaches of fiduciary duty.

       Section 145 of the Delaware General Corporation Law provides that a corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against expenses
(including attorneys‘ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by the person in connection with
any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by
or in the right of the corporation, to which he or she is a party by reason of such position, if such person acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the
corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the
adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such
expenses which the Court of Chancery or such other court shall deem proper. Section 145(g) of the Delaware General Corporation Law further
authorizes a corporation to purchase and maintain insurance on behalf of any indemnified person against any liability asserted against and
incurred by such person in any indemnified capacity, or arising out of such person‘s status as such, regardless of whether the corporation would
otherwise have the power to indemnify under Delaware law.

                                                                        II-1
Table of Contents


     Our amended and restated certificate of incorporation that will be in effect upon completion of this offering will provide that we must
indemnify our directors and officers to the fullest extent authorized by Delaware law and may also pay expenses incurred in defending any such
proceeding in advance of its final disposition upon delivery of an undertaking, by or on behalf of an indemnified person, to repay all amounts
so advanced if it should be determined ultimately that such person is not entitled to be indemnified under this section or otherwise.

     Our amended and restated by-laws that will be in effect upon completion of this offering will provide that it will indemnify each person
who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative by reason of the fact that he or she is or was, or has agreed to become, its director or officer, or is or
was serving, or has agreed to serve, at its request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another
corporation, partnership, joint venture, trust or other enterprise, an ―indemnitee,‖ or by reason of any action alleged to have been taken or
omitted in such capacity, against all expenses (including attorneys‘ fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom.

      We expect our directors and executive officers to execute a new form of indemnification agreement prior to completion of this offering.
In general, these agreements provide that we will indemnify the director or executive officer to the fullest extent permitted by law for claims
arising in his or her capacity as a director or officer or in connection with his or her service at our request for another corporation or entity. We
also maintain a general liability insurance policy that covers certain liabilities of our directors and officers arising out of claims based on acts or
omissions in their capacities as directors or officers.

      The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter
acquire under any statute, provision of our amended and restated certificate of incorporation, our amended and restated by-laws, agreement,
vote of stockholders or disinterested directors or otherwise.

     We expect to maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss rising from
claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make to
such directors and officers.

      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Item 15.      Recent Sales of Unregistered Securities

      Set forth below is information regarding shares of common stock and preferred stock issued and options and warrants granted by us
within the past three years that were not registered under the Securities Act. Also included is the consideration, if any, received by us for such
securities and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration was
claimed.

      (a) Issuances of Capital Stock

      (1) Common Stock

     On November 2, 2007, we issued 800 restricted shares of our common stock, par value $0.001 per share, to an employee for services
rendered to us, all of which were fully vested on the date of issuance.

      On January 31, 2008, we issued an aggregate of 3,413 restricted shares of our common stock, par value $0.001, to certain employees in
lieu of a portion of their 2007 cash bonus, all of which were fully vested on the date of issuance.

      On June 26, 2008, we granted an aggregate of 150,000 shares of our common stock, par value $0.001, to our founders and executives as
part of their compensation at a price per share of $15.50.

                                                                         II-2
Table of Contents


     On November 13, 2009, we issued 25,000 restricted shares of our common stock, par value $0.001 per share, to a consultant for services
rendered to us, all of which were fully vested on the date of issuance.

       On February 11, 2010, we issued an aggregate of 54,986 restricted shares of our common stock, par value $0.001, to 27 of our employees
in lieu of a portion of their 2009 cash bonus all of which were fully vested on the date of issuance.

      On May 6, 2010, in connection with the acquisition of swoodoo, we issued an aggregate of 825,000 shares of our common stock, par
value $0.001, to the former holders of the outstanding equity of swoodoo AG, and paid an additional €6,000,000 in cash.

     On July 30, 2010, we issued to AOL Inc. 962,224 shares of our common stock, pursuant to the exercise of a warrant dated February 25,
2005 to purchase common stock at an exercise price of $1.403 per share, for an aggregate purchase price of $1,350,000.27.

      (2) Preferred Stock

      On December 20, 2007, we sold an aggregate of 8,008,842 shares of our Series D convertible preferred stock, par value $0.001, to certain
investors at a price per share of $20.727 for an aggregate purchase price of $165,999,268.15.

     On December 20, 2007, we issued a warrant to purchase 62,000 shares of our Series D convertible preferred stock, par value $0.001, to
Gold Hill Venture Lending 03, L.P. at an exercise price per share of $20.727. The warrant was fully vested upon issuance and expires on
December 19, 2017.

      (b) Stock Option Grants

      During the three year period ended November 15, 2010, we have granted to employees, consultants and directors options to purchase
7,707,590 shares of our common stock under our Third Amended and Restated 2005 Equity Incentive Plan. The exercise price per share ranged
from $7.50 to $16.50. Options to purchase shares of our common stock pursuant to our Third Amended and Restated 2005 Equity Incentive
Plan generally vest either 25% on the first anniversary of the vesting start date, with the remainder vesting in 36 equal monthly installments, or
in 48 equal monthly installments.

      During the three year period ended November 15, 2010, an aggregate of 1,059,875 shares of our common stock were issued upon
exercise of outstanding stock options, with exercise prices ranging from $1.00 to $7.50 per share; of that amount, 665,919 shares of our
common stock were issued under our 2004 Equity Incentive Plan and 393,956 shares of our common stock were issued under our Third
Amended and Restated 2005 Equity Incentive Plan.

      No underwriters were involved in the foregoing issuances of securities. The offers, sales and issuances of the securities described above
were deemed to be exempt from registration under the Securities Act in reliance upon Rule 701 or Regulation S under the Securities Act or
Section 4(2) of the Securities Act. The offers, sales and issuances of the securities that were deemed to be exempt in reliance on Rule 701 were
transactions under compensatory benefit plans and contracts relating to compensation as provided under Rule 701. The transactions in the
securities that were deemed to be exempt in reliance on Regulation S were offers and sales that occurred outside the U.S. as provided under
Regulation S. The offers, sales and issuances of the securities that were deemed to be exempt in reliance upon Section 4(2) were each
transactions not involving any public offering, and all recipients of these securities were accredited investors within the meaning of Rule 501 of
Regulation D of the Securities Act who were acquiring the applicable securities for investment and not distribution and had represented that
they could bear the risks of the investment. Each of the recipients of securities in these transactions had adequate access, through employment,
business or other relationships, to information about us.

                                                                       II-3
Table of Contents



Item 16.       Exhibits and Financial Statement Schedules

(a) Exhibits

                                                                Exhibit Index
Exhibit No.            Description

 1.1*                  Form of Underwriting Agreement.
 3.1                   Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
 3.2                   Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
 3.3                   Second Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
 3.4                   Third Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
 3.5                   Fourth Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
 3.6                   Fifth Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
 3.7*                  Form of Amended and Restated Certificate of Incorporation of the Company, to be in effect upon completion of the
                       offering.
 3.8                   Amended and Restated By-Laws of the Company, as currently in effect.
 3.9*                  Form of Amended and Restated By-Laws of the Company, to be in effect upon completion of the offering.
 4.1*                  Form of Registrant‘s Common Stock Certificate.
 4.2                   Fifth Amended and Restated Stock Restriction and Co-Sale Agreement, dated December 20, 2007, between the
                       Company and the holders and investors named therein.
 4.3                   Sixth Amended and Restated Investor Rights Agreement, dated March 22, 2010, between the Company and the certain
                       investors and founders named therein.
 4.4                   First Amendment to the Sixth Amended and Restated Investor Rights Agreement, dated October 1, 2010, between the
                       Company and certain investors and founders named therein.
 4.5                   Stockholders‘ Agreement, dated May 6, 2010, between the Company and the holders and investors named therein.
 5.1*                  Form of Opinion of Bingham McCutchen LLP.
10.1                   2004 Stock Incentive Plan.
10.2                   Third Amended and Restated 2005 Equity Incentive Plan, amended by First Amendment, dated January 31, 2008,
                       Second Amendment, dated February 28, 2008, Third Amendment, dated August 27, 2008, Fourth Amendment, dated
                       July 22, 2009, Fifth Amendment, dated December 9, 2009 and Sixth Amendment, dated September 17, 2010.
10.3*                  Form of 2011 Equity Incentive Plan, to be in effect upon completion of the offering.
10.4^                  Services Agreement, dated March 3, 2005, between the Company and ITA Software, Inc.
10.5^                  Amendment to Services Agreement, dated July 18, 2007, between the Company and ITA Software, Inc.
10.6^                  Letter Agreement, dated March 11, 2008, between the Company, SideStep, Inc. and ITA Software, Inc.
10.7^                  Second Amendment to Services Agreement, dated January 1, 2009, between the Company and ITA Software, Inc.

                                                                     II-4
Table of Contents

Exhibit No.         Description

10.8                Lease Agreement, dated August 7, 2008 between the Company and Jefferson at Maritime, L.P.
10.9                Office Lease Agreement, dated September 26, 2008, between the Company and Normandy Concord Acquisition, LLC.
10.10*              Amended and Restated Promotion Agreement, dated April 23, 2009, between the Company and Orbitz Worldwide, LLC.
10.11               Letter Agreement, dated November 24, 2009 by Jefferson at Maritime L.P. to the Company.
10.12               Office Lease, dated November 25, 2009, between the Company and SPF Mathilda, LLC.
10.13*              Google Services Agreement between the Company and Google Inc.
10.14^              KAYAK Insertion Order: IO02703, dated December 16, 2009, between the Company and Expedia.
10.15^              KAYAK Insertion Order: IO03294, dated April 12, 2010, between the Company and Expedia.
10.16^              KAYAK Insertion Order: IO03886, dated August 31, 2010, between the Company and Expedia.
10.17^              KAYAK Insertion Order: IO03850, dated August 19, 2010, between the Company and Expedia UK.
10.18^              KAYAK Insertion Order: IO03927, dated September 16, 2010, between the Company and Expedia UK.
10.19^              KAYAK Insertion Order: IO03934, dated September 17, 2010, between the Company and Expedia UK.
10.20               Standard Terms and Conditions for Internet Advertising for Media Buys One Year or less v 2.0.
10.21               Form of Insertion Order under Standard Terms and Conditions for Internet Advertising for Media Buys One Year or less v
                    2.0.
10.22†*             Executive Employment Agreement, dated March 2, 2004, between the Company and Daniel Stephen Hafner.
10.23†*             First Amendment to Executive Employment Agreement and Restricted Stock Agreement, dated March 1, 2007, between the
                    Company and Daniel Stephen Hafner.
10.24†*             Second Amendment to Executive Employment Agreement, dated June 26, 2008 between the Company and Daniel Stephen
                    Hafner.
10.25†*             Executive Employment Agreement, dated March 2, 2004, between the Company and Paul M. English.
10.26†*             First Amendment to Executive Employment Agreement and Restricted Stock Agreement, dated March 1, 2007, between the
                    Company and Paul M. English.
10.27†*             Second Amendment to Executive Employment Agreement, dated June 26, 2008, between the Company and Paul M.
                    English.
10.28†*             Offer Letter, dated October 22, 2007, from the Company to Karen Ruzic Klein.
10.29†*             Offer Letter, dated April 9, 2009, from the Company to Robert M. Birge.
10.30†*             Offer Letter, dated September 30, 2009, from the Company to Melissa H. Reiter.
10.31†*             Stock Option Agreement, dated April 29, 2010, between the Company and Daniel Stephen Hafner.
10.32†*             Stock Option Agreement, dated April 29, 2010, between the Company and Paul M. English.
10.33†*             Stock Option Agreement, dated November 1, 2007, between the Company and Karen Ruzic Klein.
10.34†*             Option Amendment Agreement, dated July 7, 2009, between the Company and Karen Ruzic Klein.
10.35†*             Stock Option Agreement, dated October 1, 2010, between the Company and Karen Ruzic Klein.
10.36†*             Stock Option Agreement, dated May 19, 2009, between the Company and Robert M. Birge.
10.37†*             Stock Option Agreement, dated October 1, 2010, between the Company and Robert M. Birge.
10.38†*             Stock Option Agreement, dated February 11, 2010, between the Company and Melissa H. Reiter.

                                                                     II-5
Table of Contents

Exhibit No.          Description
10.39†*              Stock Option Agreement, dated October 1, 2010, between the Company and Melissa H. Reiter.
10.40†*              Stock Option Agreement, dated June 1, 2007, between the Company and Terrell B. Jones.
10.41†*              Stock Option Agreement, dated May 19, 2009, between the Company and Terrell B. Jones.
10.42†*              Stock Option Agreement, dated March 1, 2004, between the Company and Terrell B. Jones.
10.43†*              Stock Option Agreement, dated March 1, 2004, between the Company and Gregory E. Slyngstad.
10.44†*              Stock Option Agreement, dated June 1, 2007, between the Company and Gregory E. Slyngstad.
10.45†*              Stock Option Agreement, dated May 19, 2009, between the Company and Gregory E. Slyngstad.
10.46†*              Restricted Stock Agreement, dated as of March 2, 2004, by and between the Company and Paul M. English.
10.47†*              Restricted Stock Grant Agreement, dated as of March 15, 2007, between the Company and Paul M. English.
10.48†*              Restricted Stock Grant Agreement, dated as of February 11, 2010, between the Company and Paul M. English.
10.49†*              Restricted Stock Agreement, dated as of March 2, 2004, by and between the Company and Daniel Stephen Hafner.
10.50†*              Restricted Stock Grant Agreement, dated as of March 15, 2007, between the Company and Daniel Stephen Hafner.
10.51†*              Restricted Stock Grant Agreement, dated as of February 11, 2010, between the Company and Daniel Stephen Hafner.
10.52†*              Restricted Stock Grant Agreement, dated as of February 11, 2010, between the Company and Karen Ruzic Klein.
10.53†*              Restricted Stock Grant Agreement, dated as of February 11, 2010, between the Company and Robert M. Birge.
10.54†*              Director Indemnification Agreement, dated April 15, 2008, between the Company and Terrell B. Jones.
10.55†*              Director Indemnification Agreement, dated April 15, 2008, between the Company and Joel E. Cutler.
10.56†*              Director Indemnification Agreement, dated April 15, 2008, between the Company and Michael Moritz.
10.57†*              Director Indemnification Agreement, dated April 15, 2008, between the Company and Hendrik W. Nelis.
10.58†*              Director Indemnification Agreement, dated April 15, 2008, between the Company and Gregory E. Slyngstad.
10.59†*              Form of Indemnification Agreement between the Company and certain of its directors and executive officers, to be in effect
                     upon completion of this offering.
10.60                Commencement Date Agreement, dated March 12, 2009, between the Company and Normandy Concord Acquisition, LLC.
14.1*                Code of Business Conduct and Ethics.
21.1                 List of Subsidiaries.
23.1*                Form of Consent of Bingham McCutchen LLP (included in Exhibit 5.1).
23.2                 Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
24.1                 Power of Attorney (included on signature page).

              *     To be filed by amendment.
              †     Indicates a management contract or compensatory plan or arrangement.
              ^     Portions of this exhibit have been omitted pursuant to a confidential treatment request. This information has been filed
                    separately with the Securities and Exchange Commission.

                                                                        II-6
Table of Contents



(b) Financial Statement Schedules

     Refer to the financial statement schedule provided on page F-27 of the prospectus. All other schedules have been omitted because the
information required to be set forth therein is not applicable.

Item 17.      Undertakings.

       The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement,
certificates in such denomination and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

       Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such
issue.

      The undersigned Registrant hereby undertakes that:

       (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective.

      (2) For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

                                                                         II-7
Table of Contents


                                                               SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement on Form S-1 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norwalk, State of Connecticut on November 17, 2010.

                                                                 KAYAK SOFTWARE CORPORATION

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


                                                SIGNATURES AND POWER OF ATTORNEY

       We, the undersigned officers and directors of Kayak Software Corporation, hereby severally constitute and appoint Daniel Stephen
Hafner and Paul M. English, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any other registration statement for
the same offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as
full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities held on the dates indicated.
                               Signature                                             Title                                       Date


                                                                 President and Chief Executive Officer and               November 17, 2010
             /s/     Daniel Stephen Hafner                                        Director
                     Daniel Stephen Hafner                             (Principal Executive Officer)

                                                                           Vice President Finance                        November 17, 2010
                   /s/     Melissa H. Reiter                    (Principal Financial Officer and Accounting
                           Melissa H. Reiter                                      Officer)

                    /s/    Paul M. English                         Chief Technology Officer and Director                 November 17, 2010
                           Paul M. English

                     /s/    Joel E. Cutler                                         Director                              November 17, 2010
                            Joel E. Cutler

                    /s/    Terrell B. Jones                                        Director                              November 17, 2010
                           Terrell B. Jones

                    /s/    Michael Moritz                                          Director                              November 17, 2010
                           Michael Moritz

                   /s/     Hendrik W. Nelis                                        Director                              November 17, 2010
                           Hendrik W. Nelis

              /s/        Gregory E. Slyngstad                                      Director                              November 17, 2010
                         Gregory E. Slyngstad
Table of Contents



                                                             Exhibit Index
Exhibit No.         Description

 1.1*               Form of Underwriting Agreement.
 3.1                Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
 3.2                Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
 3.3                Second Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
 3.4                Third Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
 3.5                Fourth Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
 3.6                Fifth Amendment to Amended and Restated Certificate of Incorporation of the Company, as currently in effect.
 3.7*               Form of Amended and Restated Certificate of Incorporation of the Company, to be in effect upon completion of the
                    offering.
 3.8                Amended and Restated By-Laws of the Company, as currently in effect.
 3.9*               Form of Amended and Restated By-Laws of the Company, to be in effect upon completion of the offering.
 4.1*               Form of Registrant‘s Common Stock Certificate.
 4.2                Fifth Amended and Restated Stock Restriction and Co-Sale Agreement, dated December 20, 2007, between the
                    Company and the holders and investors named therein.
 4.3                Sixth Amended and Restated Investor Rights Agreement, dated March 22, 2010, between the Company and the certain
                    investors and founders named therein.
 4.4                First Amendment to the Sixth Amended and Restated Investor Rights Agreement, dated October 1, 2010, between the
                    Company and certain investors and founders named therein.
 4.5                Stockholders‘ Agreement, dated May 6, 2010, between the Company and the holders and investors named therein.
 5.1*               Form of Opinion of Bingham McCutchen LLP.
10.1                2004 Stock Incentive Plan.
10.2                Third Amended and Restated 2005 Equity Incentive Plan, amended by First Amendment, dated January 31, 2008,
                    Second Amendment, dated February 28, 2008, Third Amendment, dated August 27, 2008, Fourth Amendment, dated
                    July 22, 2009, Fifth Amendment, dated December 9, 2009 and Sixth Amendment, dated September 17, 2010.
10.3*               Form of 2011 Equity Incentive Plan, to be in effect upon completion of the offering.
10.4^               Services Agreement, dated March 3, 2005, between the Company and ITA Software, Inc.
10.5^               Amendment to Services Agreement, dated July 18, 2007, between the Company and ITA Software, Inc.
10.6^               Letter Agreement, dated March 11, 2008, between the Company, SideStep, Inc. and ITA Software, Inc.
10.7^               Second Amendment to Services Agreement, dated January 1, 2009, between the Company and ITA Software, Inc.
10.8                Lease Agreement, dated August 7, 2008 between the Company and Jefferson at Maritime, L.P.
10.9                Office Lease Agreement, dated September 26, 2008, between the Company and Normandy Concord Acquisition, LLC.
Table of Contents

Exhibit No.         Description

10.10*              Amended and Restated Promotion Agreement, dated April 23, 2009, between the Company and Orbitz Worldwide, LLC.
10.11               Letter Agreement, dated November 24, 2009 by Jefferson at Maritime L.P. to the Company.
10.12               Office Lease, dated November 25, 2009, between the Company and SPF Mathilda, LLC.
10.13*              Google Services Agreement between the Company and Google Inc.
10.14^              KAYAK Insertion Order: IO02703, dated December 16, 2009, between the Company and Expedia.
10.15^              KAYAK Insertion Order: IO03294, dated April 12, 2010, between the Company and Expedia.
10.16^              KAYAK Insertion Order: IO03886, dated August 31, 2010, between the Company and Expedia.
10.17^              KAYAK Insertion Order: IO03850, dated August 19, 2010, between the Company and Expedia UK.
10.18^              KAYAK Insertion Order: IO03927, dated September 16, 2010, between the Company and Expedia UK.
10.19^              KAYAK Insertion Order: IO03934, dated September 17, 2010, between the Company and Expedia UK.
10.20               Standard Terms and Conditions for Internet Advertising for Media Buys One Year or less v 2.0.
10.21               Form of Insertion Order under Standard Terms and Conditions for Internet Advertising for Media Buys One Year or less v
                    2.0.
10.22†*             Executive Employment Agreement, dated March 2, 2004, between the Company and Daniel Stephen Hafner.
10.23†*             First Amendment to Executive Employment Agreement and Restricted Stock Agreement, dated March 1, 2007, between the
                    Company and Daniel Stephen Hafner.
10.24†*             Second Amendment to Executive Employment Agreement, dated June 26, 2008 between the Company and Daniel Stephen
                    Hafner.
10.25†*             Executive Employment Agreement, dated March 2, 2004, between the Company and Paul M. English.
10.26†*             First Amendment to Executive Employment Agreement and Restricted Stock Agreement, dated March 1, 2007, between the
                    Company and Paul M. English.
10.27†*             Second Amendment to Executive Employment Agreement, dated June 26, 2008, between the Company and Paul M.
                    English.
10.28†*             Offer Letter, dated October 22, 2007, from the Company to Karen Ruzic Klein.
10.29†*             Offer Letter, dated April 9, 2009, from the Company to Robert M. Birge.
10.30†*             Offer Letter, dated September 30, 2009, from the Company to Melissa H. Reiter.
10.31†*             Stock Option Agreement, dated April 29, 2010, between the Company and Daniel Stephen Hafner.
10.32†*             Stock Option Agreement, dated April 29, 2010, between the Company and Paul M. English.
10.33†*             Stock Option Agreement, dated November 1, 2007, between the Company and Karen Ruzic Klein.
10.34†*             Option Amendment Agreement, dated July 7, 2009, between the Company and Karen Ruzic Klein.
10.35†*             Stock Option Agreement, dated October 1, 2010, between the Company and Karen Ruzic Klein.
10.36†*             Stock Option Agreement, dated May 19, 2009, between the Company and Robert M. Birge.
10.37†*             Stock Option Agreement, dated October 1, 2010, between the Company and Robert M. Birge.
10.38†*             Stock Option Agreement, dated February 11, 2010, between the Company and Melissa H. Reiter.
10.39†*             Stock Option Agreement, dated October 1, 2010, between the Company and Melissa H. Reiter.
Table of Contents

Exhibit No.          Description

10.40†*              Stock Option Agreement, dated June 1, 2007, between the Company and Terrell B. Jones.
10.41†*              Stock Option Agreement, dated May 19, 2009, between the Company and Terrell B. Jones.
10.42†*              Stock Option Agreement, dated March 1, 2004, between the Company and Terrell B. Jones.
10.43†*              Stock Option Agreement, dated March 1, 2004, between the Company and Gregory E. Slyngstad.
10.44†*              Stock Option Agreement, dated June 1, 2007, between the Company and Gregory E. Slyngstad.
10.45†*              Stock Option Agreement, dated May 19, 2009, between the Company and Gregory E. Slyngstad.
10.46†*              Restricted Stock Agreement, dated as of March 2, 2004, by and between the Company and Paul M. English.
10.47†*              Restricted Stock Grant Agreement, dated as of March 15, 2007, between the Company and Paul M. English.
10.48†*              Restricted Stock Grant Agreement, dated as of February 11, 2010, between the Company and Paul M. English.
10.49†*              Restricted Stock Agreement, dated as of March 2, 2004, by and between the Company and Daniel Stephen Hafner.
10.50†*              Restricted Stock Grant Agreement, dated as of March 15, 2007, between the Company and Daniel Stephen Hafner.
10.51†*              Restricted Stock Grant Agreement, dated as of February 11, 2010, between the Company and Daniel Stephen Hafner.
10.52†*              Restricted Stock Grant Agreement, dated as of February 11, 2010, between the Company and Karen Ruzic Klein.
10.53†*              Restricted Stock Grant Agreement, dated as of February 11, 2010, between the Company and Robert M. Birge.
10.54†*              Director Indemnification Agreement, dated April 15, 2008, between the Company and Terrell B. Jones.
10.55†*              Director Indemnification Agreement, dated April 15, 2008, between the Company and Joel E. Cutler.
10.56†*              Director Indemnification Agreement, dated April 15, 2008, between the Company and Michael Moritz.
10.57†*              Director Indemnification Agreement, dated April 15, 2008, between the Company and Hendrik W. Nelis.
10.58†*              Director Indemnification Agreement, dated April 15, 2008, between the Company and Gregory E. Slyngstad.
10.59†*              Form of Indemnification Agreement between the Company and certain of its directors and executive officers, to be in effect
                     upon completion of this offering.
10.60                Commencement Date Agreement, dated March 12, 2009, between the Company and Normandy Concord Acquisition, LLC.
14.1*                Code of Business Conduct and Ethics.
21.1                 List of Subsidiaries.
23.1*                Form of Consent of Bingham McCutchen LLP (included in Exhibit 5.1).
23.2                 Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
24.1                 Power of Attorney (included on signature page).

              *     To be filed by amendment.
              †     Indicates a management contract or compensatory plan or arrangement.
              ^     Portions of this exhibit have been omitted pursuant to a confidential treatment request. This information has been filed
                    separately with the Securities and Exchange Commission.
                                                                                                                                      Exhibit 3.1

                                                       AMENDED AND RESTATED
                                                    CERTIFICATE OF INCORPORATION
                                                                 OF
                                                    KAYAK SOFTWARE CORPORATION

                                                   (Pursuant to Sections 242 and 245 of the
                                               General Corporation Law of the State of Delaware)

      Kayak Software Corporation, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law
of the State of Delaware (the ―General Corporation Law‖),

     DOES HEREBY CERTIFY:

     1): That the name of this corporation is Kayak Software Corporation, and that this corporation was originally incorporated pursuant to the
General Corporation Law on January 14, 2004 under the name Travel Search Company, Inc.;

      2): That the Board of Directors duly adopted resolutions proposing to amend and restate the Amended and Restated Certificate of
incorporation of this corporation, declaring said amendment and restatement to be advisable and in the best interests of this corporation and its
stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor;

       3) That the Board of Directors of the Corporation directed that such amendment be submitted to the stockholders of the Corporation for
their consent and approval and, in lieu of a meeting and vote of stockholders, the stockholders have given written consent to said amendment in
accordance with the provisions of Section 228 of the Delaware General Corporation Law (the ― DGCL ‖).

     4) That said amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the DGCL; which resolutions
and consent setting forth the proposed amendment and restatement is as follows:

      RESOLVED , that the Amended and Restated Certificate of Incorporation of this corporation be amended and restated in its entirety to
read as follows:

  FIRST. The name of the Corporation (hereinafter called the ―Corporation‖) is: Kayak Software Corporation.
  SECOND. The registered address of the Corporation within the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington,
Delaware 19808, County of New Castle. The name of the Corporation‘s registered agent at such address is the Corporation Service Company.

   THIRD. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful activity for which
corporations may be organized under the General Corporation Law.

   FOURTH. The Corporation is authorized to have two classes of shares, designated as Common Stock and Preferred Stock. The total number
of shares of Common Stock which the Corporation is authorized to issue is 40,000,000 shares, and the par value of each of the shares of
Common Stock is one tenth of one cent ($.001) (the ―Common Stock‖). The total number of shares of Preferred Stock which the Corporation is
authorized to issue is 26,876,384 shares, and the par value of each of the shares of Preferred Stock is one tenth of one cent ($.001) (the
―Preferred Stock‖). A total of 6,600,000 shares of Preferred Stock shall be designated the ―Series A Convertible Preferred Stock‖, a total of
1,176,051 shares of Preferred Stock shall be designated ―Series A-1 Convertible Preferred Stock‖, a total of 4,989,308 shares of Preferred
Stock shall be designated ―Series B Convertible Preferred Stock‖, a total of 2,138,275 shares of Preferred Stock shall be designated ―Series B-1
Convertible Preferred Stock‖, a total of 3,897,084 shares of Preferred Stock shall be designated ―Series C Convertible Preferred Stock‖ and a
total of 8,075,666 shares of Preferred Stock shall be designated ―Series D Convertible Preferred Stock‖. The Series A Convertible Preferred
Stock and the Series A-1 Convertible Preferred Stock are sometimes referred to herein, collectively, as the ―Series A Stock‖, the Series B
Convertible Preferred Stock and the Series B-1 Convertible Preferred Stock are sometimes referred to herein, collectively, as the ―Series B
Stock‖, the Series A Stock, the Series B Stock, the Series C Convertible Preferred Stock and the Series D Convertible Preferred Stock are
sometimes referred to herein, collectively, as the ―Convertible Preferred Stock‖, and the Convertible Preferred Stock and any other series of
Preferred Stock hereinafter authorized are sometimes referred to herein, collectively, as the ―Preferred Stock‖.

   The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions
thereof in respect of each class of capital stock of the Corporation.

      A.    COMMON STOCK .

      1. General . The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of
the holders of the Convertible Preferred Stock and any other series of Preferred Stock as may be designated by the Board of Directors.

     2. Voting . Each holder of the Common Stock is entitled to one vote for each share of Common Stock held on all matters on which such
holder is entitled to vote. There shall be no cumulative voting.

      The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the capital stock of the Corporation entitled to vote, voting together as a
single class, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law.
      3. Dividends . Subject to the restrictions and limitations set forth in this Certificate of Incorporation, dividends may be declared and paid
on the Common Stock from funds lawfully available therefore if, as and when determined by the Board of Directors.

      4. Liquidation . Upon a Liquidation Event (as defined below), holders of Common Stock will be entitled to receive all assets of the
Corporation available for distribution to its stockholders ratably in proportion to the number of shares of Common Stock that each such holder
holds, subject to the preferential rights of any outstanding shares of Preferred Stock.

      B.    PREFERRED STOCK .

The Convertible Preferred Stock shall have the following rights, preferences, powers, privileges and restrictions, qualifications and limitations.

     1. Voting .

              1A. General . Except as may be otherwise provided in these terms of Preferred Stock or by law, the Series A Convertible
  Preferred Stock, Series A-1 Convertible Preferred Stock, Series B Convertible Preferred Stock, Series B-1 Convertible Preferred Stock,
  Series C Convertible Preferred Stock and Series D Convertible Preferred Stock shall vote together with all other classes and series of stock
  of the Corporation as a single class on all actions to be taken by the stockholders of the Corporation. Each share of Convertible Preferred
  Stock shall entitle the holder thereof to such number of votes per share of such stock on each such action as shall equal the number of shares
  of Common Stock (including fractions of a share) into which such share of Convertible Preferred Stock is then convertible.

             1B. Board Size . The Board of Directors of the Corporation shall be comprised of seven (7) directors; provided, however, that
  if the number of Preferred Directors is, from time to time, increased from four (4) to seven (7) pursuant to subparagraph 6C, the Board of
  Directors of the Corporation shall be comprised of nine (10) directors.

              1C.     Board Seats .

                       (a) The holders of the Series A Convertible Preferred Stock, voting separately as a class, shall be entitled to elect two
(2) directors of the Corporation at any meeting (or in a written consent in lieu thereof) held for the purpose of electing directors (the ―Series A
Directors‖). The number of Series A Directors may be increased to four (4) directors from time to time pursuant to subparagraph 6C. The
holders of the Series C Convertible Preferred Stock, voting separately as a class, shall be entitled to elect one (1) director of the Corporation at
any meeting (or in a written consent in lieu thereof) held for the purpose of electing directors (the ―Series C Director‖). The number of Series C
Directors may be increased to two (2) directors from time to time pursuant to subparagraph 6C. The holders of the Series D Convertible
Preferred Stock, voting separately as a class, shall be entitled to elect one (1) director of the Corporation at any meeting (or in a written consent
in lieu thereof) held for the purpose of electing directors (the ―Series D Director‖; the Series A Directors, the Series C Director and the Series D
Director are referred to collectively as the ―Preferred Directors‖) The holders of the Common Stock, voting separately as one class, shall be
entitled to elect two (2) directors of the Corporation at any meeting (or in a written consent in lieu thereof) held for the purpose of
electing directors (the ―Common Directors‖). The holders of the Convertible Preferred Stock and the Common Stock, voting together as a
single class, shall be entitled to elect the one (1) remaining director of the Corporation at any meeting (or in a written consent in lieu thereof)
held for the purpose of electing directors (the ―Remaining Director‖).

                      (b) At any meeting (or in a written consent in lieu thereof) held for the purpose of electing directors, the presence in
person or by proxy (or the written consent) of (A) the holders of a majority of the shares of Series A Convertible Preferred Stock then
outstanding shall constitute a quorum of the Series A Convertible Preferred Stock for the election of the Series A Directors (and, in the absence
of such quorum, the holders of record of shares of Series A Convertible Preferred Stock representing a majority of the voting power present in
person or by proxy of the Series A Convertible Preferred Stock shall have power to adjourn the meeting for the election of the Series A
Directors without notice other than announcement at the meeting), (B) the holders of a majority of the shares of Series C Convertible Preferred
Stock then outstanding shall constitute a quorum of the Series C Convertible Preferred Stock for the election of the Series C Director (and, in
the absence of such quorum, the holders of record of shares of Series C Convertible Preferred Stock representing a majority of the voting power
present in person or by proxy of the Series C Convertible Preferred Stock shall have power to adjourn the meeting for the ejection of the Series
C Director without notice other than announcement at the meeting), (C) the holders of a majority of the shares of Series D Convertible
Preferred Stock then outstanding shall constitute a quorum of the Series D Convertible Preferred Stock for the election of the Series D Director
(and, in the absence of such quorum, the holders of record of shares of Series D Convertible Preferred Stock representing a majority of the
voting power present in person or by proxy of the Series D Convertible Preferred Stock shall have power to adjourn the meeting for the election
of the Series D Director without notice other than announcement at the meeting), (D) the holders of a majority of the shares of Common Stock
then outstanding shall constitute a quorum of the Common Stock for the election of the Common Directors (and, in the absence of such
quorum, the holders of record of shares of Common Stock representing a majority of the voting power present in person or by proxy of the
Common Stock shall have power to adjourn the meeting for the election of the Common Directors without notice other than announcement at
the meeting), and (E) the holders of a majority of the shares of Convertible Preferred Stock and Common Stock then outstanding (voting
together as a single class and calculated on an as-converted to Common Stock basis) shall constitute a quorum for the election of the
Remaining Director (and, in the absence of such quorum, the holders of record of shares of Convertible Preferred Stock and Common Stock,
voting together as a single class on an as- converted to Common Stock basis, representing a majority of the voting power present in person or
by proxy of the Convertible Preferred Stock and Common Stock, determined on an as- converted to Common Stock basis, shall have power to
adjourn the meeting for the election of the Remaining Director without notice other than announcement at the meeting). At any such meeting or
adjournment thereof, the absence of such a quorum of the Series A Convertible Preferred Stock, of the Series C Convertible Preferred Stock or
of the Series D Convertible Preferred Stock shall not prevent the election of the Common Director; the absence of a quorum of the Common
Stock, of the Series C Convertible Preferred Stock or of the Series D Convertible Preferred Stock shall not prevent the election of the Series A
Directors; the absence of such a quorum of the Series A Convertible Preferred Stock, of the Series D Convertible Preferred Stock or of the
Common Stock shall not prevent the election of the Series C Director; and the absence
of such a quorum of the Series A Convertible Preferred Stock, of the Series C Convertible Preferred Stock or of the Common Stock shall not
prevent the election of the Series D Director.

                       If there shall be a vacancy in the office of a director elected or to be elected by the holders of the outstanding shares of a
specified class or classes of stock given the right to elect such director or directors pursuant to this subparagraph 1C (the ―Specified Stock‖),
then a director to hold office for the unexpired term of such directorship may be elected solely by either: (i) a majority of the remaining director
or directors (if any) in office that were so elected by the holders of such Specified Stock, by the affirmative vote of a majority of such directors
(or by the sole remaining director elected by the holders of such Specified Stock if there be but one), or (ii) the required vote of holders of the
shares of such Specified Stock specified in this subparagraph 1C that are entitled to elect such director (which, in the case of the Remaining
Director, shall be a majority of the outstanding votes applicable to the Convertible Preferred Stock and Common Stock, voting together as a
single class on an as-converted to Common Stock basis). The directors shall serve for terms extending from the date of their election and
qualification until the time of the next succeeding annual meeting of stockholders and until their successors have been elected and qualified or
until death, resignation or removal. Notwithstanding the foregoing, any director who shall have been elected to the Board of Directors by the
holders of any Specified Stock, or by any director or directors elected by holders of any Specified Stock as provided above, may be removed
during his or her term of office without cause by, and only by, the affirmative vote of shares representing a majority of all the outstanding
shares of such Specified Stock entitled to vote for such director (which, in the case of the Remaining Directors, shall be a majority of the votes
applicable to the outstanding Convertible Preferred Stock and Common Stock, voting together as a single class on an as- converted to Common
Stock basis), given either at a meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders without
a meeting, and any vacancy created by such removal may be filled only in the manner provided in this subparagraph 1C.

     2. Dividends .

              2A. Subject to subparagraph 4(b)(6), in the event the Board of Directors of the Corporation shall declare a dividend (other than a
  dividend payable in Common Stock) payable upon the then outstanding shares of the Common Stock of the Corporation, the Board of
  Directors shall declare at the same time a dividend upon the then outstanding shares of Series A Convertible Preferred Stock, Series A-1
  Convertible Preferred Stock, Series B Convertible Preferred Stock, Series B-1 Convertible Preferred Stock, Series C Convertible Preferred
  Stock and Series D Convertible Preferred Stock, payable at the same time as the dividend paid on the Common Stock, in an amount per
  share of Series A Convertible Preferred Stock, Series A-1 Convertible Preferred Stock, Series B Convertible Preferred Stock, Series B-1
  Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock as would have been payable on
  the largest number of whole shares of Common Stock into which a share of Series A Convertible Preferred Stock, Series A-1 Convertible
  Preferred Stock, Series B Convertible Preferred Stock, Series B-1 Convertible Preferred Stock, Series C Convertible Preferred Stock or
  Series D Convertible Preferred Stock, respectively, is convertible pursuant to the provisions of Paragraph 5 hereof as of the record date for
  the determination of holders of Common Stock entitled to receive such dividends. Except as set forth in the preceding provisions of this
  subparagraph 2A or in subparagraph 2B, (x) the dividend rights of each series
of Convertible Preferred Stock and of the Common Stock shall be pari passu , and (y) no dividend shall be declared or paid with respect to any
series of Convertible Preferred Stock unless an equivalent dividend (determined on an as-converted to Common Stock basis) is declared or
paid, as the case may be, on the shares of Common Stock and of each series of Convertible Preferred Stock.

               2B. In addition to the dividends required to be paid to the holders of Convertible Preferred Stock pursuant to subparagraph 2A,
  (i) from and after the date of the issuance of any shares of Series A Convertible Preferred Stock, the holders of such shares of the Series A
  Convertible Preferred Stock shall be entitled to receive, out of funds legally available therefore, dividends at the rate per annum equal to 6%
  of the Series A Original Issue Price (as defined subparagraph 3A) per share (the ―Series A Accruing Dividends‖), (ii) from and after the date
  of the issuance of any shares of Series A-1 Convertible Preferred Stock, the holders of such shares of the Series A-1 Convertible Preferred
  Stock shall be entitled to receive, out of funds legally available therefore, dividends at the rate per annum equal to 6% of the Series A-1
  Original Issue Price (as defined subparagraph 3A) per share (the ―Series A-1 Accruing Dividends‖), (iii) from and after the date of the
  issuance of any shares of Series B Convertible Preferred Stock, the holders of such shares of the Series B Convertible Preferred Stock shall
  be entitled to receive, out of funds legally available therefore, dividends at the rate per annum equal to 6% of the Series B Original Issue
  Price (as defined subparagraph 3A) per share (the ―Series B Accruing Dividends‖), (iv) from and after the date of the issuance of any shares
  of Series B-1 Convertible Preferred Stock, the holders of such shares of the Series B-1 Convertible Preferred Stock shall be entitled to
  receive, out of funds legally available therefore, dividends at the rate per annum equal to 6% of the Series B-1 Original Issue Price (as
  defined subparagraph 3A) per share (the ―Series B-1 Accruing Dividends‖), (v) from and after the date of the issuance of any shares of
  Series C Convertible Preferred Stock, the holders of such shares of the Series C Convertible Preferred Stock shall be entitled to receive, out
  of funds legally available therefore, dividends at the rate per annum equal to 6% of the Series C Original Issue Price (as defined
  subparagraph 3A) per share (the ―Series C Accruing Dividends‖) and (vi) from and after the date of the issuance of any shares of Series D
  Convertible Preferred Stock, the holders of such shares of the Series D Convertible Preferred Stock shall be entitled to receive, out of funds
  legally available therefore, dividends at the rate per annum equal to 6% of the Series D Original Issue Price (as defined subparagraph
  3A) per share (the ―Series D Accruing Dividends‖). The Series A Accruing Dividends, the Series A-1 Accruing Dividends, the Series B
  Accruing Dividends, the Series B-1 Accruing Dividends, the Series C Accruing Dividends and the Series D Accruing Dividends are
  sometimes collectively referred to herein as the ―Accruing Dividends‖. Accruing Dividends shall accrue from day to day, whether or not
  declared, and shall be cumulative. Accruing Dividends shall be payable (a) upon a Liquidation Event pursuant to Paragraph 3, (b) upon the
  redemption of shares of Convertible Preferred Stock pursuant to Paragraph 6 or (c) as and if declared by the Board of Directors; provided,
  however , and except as provided in the foregoing clauses (a) through (c), the Corporation shall be under no obligation to pay the Accruing
  Dividends.

     3. Liquidation, Dissolution and Winding-up .

             3A. Upon any liquidation, dissolution or winding up of the Corporation (a ―Liquidation Event‖), whether voluntary or
  involuntary, the holders of the shares of Convertible
Preferred Stock shall first be entitled, before any distribution or payment is made upon any stock ranking on liquidation junior to the
Convertible Preferred Stock (including, without limitation, the Common Stock), to be paid (a) an amount per share of Series A Convertible
Preferred Stock equal to (i) $1.00 per share of Series A Convertible Preferred Stock (as adjusted from time to time to reflect any stock split,
stock dividend, reverse stock split or similar event affecting the Series A Convertible Preferred Stock, the ―Series A Original Issue Price‖)
multiplied by 1.5, plus (ii) an amount equal to all Series A Accruing Dividends per share unpaid thereon (whether or not declared) and any
other dividends per share declared but unpaid thereon (such aggregate amount described in clauses (i) and (ii) payable with respect to one
share of Series A Convertible Preferred Stock being sometimes referred to as the ―Series A Liquidation Preference Payment‖ and with
respect to all shares of Series A Convertible Preferred Stock being sometimes referred to as the ―Series A Liquidation Preference
Payments‖), (b) an amount per share of Series A-1 Convertible Preferred Stock equal to (i) $1.403 per share of Series A-1 Convertible
Preferred Stock (as adjusted from time to time to reflect any stock split, stock dividend, reverse stock split or similar event affecting the
Series A-1 Convertible Preferred Stock, the ―Series A-1 Original Issue Price‖) multiplied by 1.5, plus (ii) an amount equal to all Series A-1
Accruing Dividends per share unpaid thereon (whether or not declared) and any other dividends per share declared but unpaid thereon (such
aggregate amount described in clauses (i) and (ii) payable with respect to one share of Series A-1 Convertible Preferred Stock being
sometimes referred to as the ―Series A-1 Liquidation Preference Payment‖ and with respect to all shares of Series A-1 Convertible Preferred
Stock being sometimes referred to as the ―Series A-1 Liquidation Preference Payments‖), (c) an amount per share of Series B Convertible
Preferred Stock equal to (i) $1.403 per share of Series B Convertible Preferred Stock (as adjusted from time to time to reflect any stock split,
stock dividend, reverse stock split or similar event affecting the Series B Convertible Preferred Stock, the ―Series B Original Issue Price‖)
multiplied by 1.5, plus (ii) an amount equal to all Series B Accruing Dividends per share unpaid thereon (whether or not declared) and any
other dividends per share declared but unpaid thereon (such aggregate amount described in clauses (i) and (ii) payable with respect to one
share of Series B Convertible Preferred Stock being sometimes referred to as the ―Series B Liquidation Preference Payment‖ and with
respect to all shares of Series B Convertible Preferred Stock being sometimes referred to as the ―Series B Liquidation Preference
Payments‖), (d) an amount per share of Series B-1 Convertible Preferred Stock equal to (i) $1.403 per share of Series B-1 Convertible
Preferred Stock (as adjusted from time to time to reflect any stock split, stock dividend, reverse stock split or similar event affecting the
Series B-1 Convertible Preferred Stock, the ―Series B-1 Original Issue Price‖) multiplied by 1.5, plus (ii) an amount equal to all Series B-1
Accruing Dividends per share unpaid thereon (whether or not declared) and any other dividends per share declared but unpaid thereon (such
aggregate amount described in clauses (i) and (ii) payable with respect to one share of Series B-1 Convertible Preferred Stock being
sometimes referred to as the ―Series B-1 Liquidation Preference Payment‖ and with respect to all shares of Series B-1 Convertible Preferred
Stock being Sometimes referred to as the ―Series B-1 Liquidation Preference Payments‖), (e) an amount per share of Series C Convertible
Preferred Stock equal to (i) $2.983 per share of Series C Convertible Preferred Stock (as adjusted from time to time to reflect any stock split,
stock dividend, reverse stock split or similar event affecting the Series C Convertible Preferred Stock, the ―Series C Original Issue Price‖)
multiplied by 1.5, plus (ii) an amount equal to all Series C Accruing Dividends per share unpaid thereon (whether or not declared) and any
other dividends per share declared but unpaid thereon (such aggregate amount described in
clauses (i) and (ii) payable with respect to one share of Series C Convertible Preferred Stock being sometimes referred to as the ―Series C
Liquidation Preference Payment‖ and with respect to all shares of Series C Convertible Preferred Stock being sometimes referred to as the
―Series C Liquidation Preference Payments‖) and (f) an amount per share of Series D Convertible Preferred Stock equal to (i) $20.727 per
share of Series D Convertible Preferred Stock (as adjusted from time to time to reflect any stock split, stock dividend, reverse stock split or
similar event affecting the Series D Convertible Preferred Stock, the ―Series D Original Issue Price‖) multiplied by 1.5, plus (ii) an amount
equal to all Series D Accruing Dividends per share unpaid thereon (whether or not declared) and any other dividends per share declared but
unpaid thereon (such aggregate amount described in clauses (i) and (ii) payable with respect to one share of Series D Convertible Preferred
Stock being sometimes referred to as the ―Series D Liquidation Preference Payment‖ and with respect to all shares of Series D Convertible
Preferred Stock being sometimes referred to as the ―Series D Liquidation Preference Payments‖). The Series A Liquidation Preference
Payments, the Series A-1 Liquidation Preference Payments, the Series B Liquidation Preference Payments, the Series B-1 Liquidation
Preference Payments, the Series C Liquidation Preference Payments and the Series D Liquidation Preference Payments are sometimes
referred to collectively herein as the ―Liquidation Preference Payments‖. If upon such Liquidation Event, whether voluntary or involuntary,
the assets to be distributed among the holders of Convertible Preferred Stock shall be insufficient to permit payment in full to the holders of
Convertible Preferred Stock of the Liquidation Preference Payments, then the entire assets of the Corporation to be so distributed shall be
distributed ratably among the holders of Convertible Preferred Stock in proportion to the portion of the aggregate Liquidation Preference
Payments which each such holder would have received on the date of such Liquidation Event had the Liquidation Preference Payments been
paid in full.

            3B. Upon any Liquidation Event, immediately after the holders of Convertible Preferred Stock shall have been paid in full the
Liquidation Preference Payments, the remaining net assets of the Corporation available for distribution shall be distributed ratably among
the holders of the then outstanding shares of Common Stock in proportion to the number of shares of Common Stock held by each holder on
the date of such Liquidation Event.

             3C. If, in the case of any Liquidation Event, the amount which the holder of a share of Convertible Preferred Stock would, if
such holder converted such share of Convertible Preferred Stock into Common Stock immediately prior to such Liquidation Event (or any
applicable record date in connection with such Liquidation Event), be entitled to receive in respect of such share of Convertible Preferred
Stock is greater than the aggregate amount which such holder would, if such holder did not so convert such share into Common Stock, be
entitled to receive pursuant to subparagraph 3A in respect of such share of Convertible Preferred Stock, then such holder shall receive such
greater amount in respect thereof pursuant to such transaction in full satisfaction of all amounts to which such holder is entitled in respect
thereof pursuant to subparagraph 3A without first having so converted such share into Common Stock.

            3D. Written notice of any Liquidation Event stating a payment date and the place where said payments shall be made, shall be
given by mail, postage prepaid, or by facsimile to non-U.S. residents, not less than 15 days prior to the payment date stated therein, to the
holders of record of Convertible Preferred Stock, such notice to be addressed to each such holder at its address as shown by the records of
the Corporation.
               3E. The (x) merger or consolidation of the Corporation with or into another entity (except for a merger or consolidation in
  which the shares of the Corporation outstanding immediately prior to the closing of such merger or consolidation (1) represent or are
  converted into shares of the surviving entity that represent at least a majority of the total number of shares of the surviving entity that are
  outstanding or are reserved for issuance immediately after the closing of the merger or consolidation arid (2) have the power to elect a
  majority of the surviving entity‘s directors), (y) the sale or transfer by the Corporation of all or substantially all its assets, or (z) the
  acquisition in a single transaction or series of related transactions by any person or group of fifty percent (50%) or more of the Corporation‘s
  shares of Common Stock (assuming the conversion of all outstanding shares of Convertible Preferred Stock), shall each be deemed to be a
  Liquidation Event within the meaning of the provisions of this Paragraph 3 (subject to the provisions of this Paragraph 3 and not the
  provisions of subparagraph 5G hereof, unless subparagraph 5G is elected in the following proviso); provided, however, that the holders of at
  least fifty-eight percent (58%) of the votes applicable to the then outstanding shares of Convertible Preferred Stock (voting together as a
  single class) (the ―Requisite Holders‖) shall have the right, on behalf of all holders of Convertible Preferred Stock, to elect the benefits of
  the provisions of subparagraph 5G in lieu of receiving payment in a Liquidation Event pursuant to this Paragraph 3.

              3F.    Non-Cash Consideration .

                            3F(l) If any assets of the Corporation distributed to the stockholders or any consideration to be delivered to the
stockholders upon any Liquidation Event are other than cash, then, subject to subparagraph 3F(2), the value of such assets or consideration
shall be their fair market value, as determined by resolution of the Board of Directors of the Corporation, except that any securities to be
distributed to the stockholders upon any Liquidation Event shall be valued as follows: (i) unless otherwise specified in a definitive agreement
for the acquisition of the Corporation, if traded on a nationally recognized securities exchange or inter-dealer quotation system, the value of
such securities shall be deemed to be the average of the closing prices of the securities on such exchange or system over the twenty-one
(21) trading days (or all such trading days on which such securities have been traded if fewer than twenty-one (21) days) preceding the
consummation of such Liquidation Event; (ii) if clause (i) does not apply but the securities are traded over-the-counter, then, unless otherwise
specified in a definitive agreement for the acquisition of the Corporation, the value shall be deemed to be the average of the closing bid prices
over the twenty-one (21) trading days (or all such trading days on which such securities have been traded if fewer than twenty-one (21) days)
preceding the consummation of such Liquidation Event; and (iii) if there is no active public market, the value of such securities shall be,
subject to subparagraph 3F(2), the fair market value thereof, as determined by resolution of the Board of Directors of the Corporation. The
method of valuation of securities subject to any restrictions on free marketability shall be to make an appropriate discount from the market
value determined as above in clauses (i), (ii) or (iii) of this subparagraph 3F(1) to reflect the approximate fair market value thereof, as
determined by resolution of the Board of Directors of the Corporation, subject to subparagraph 3F(2).

                           3F(2) Notwithstanding subparagraphs 3F(l) or 5D(5), at the election of the Requisite Holders, the fair market value
of, in the case of subparagraph 3F(1), any non-cash assets or property payable to the stockholders upon a liquidation of the Corporation, or, in
the
case of subparagraph 5D(5), the non-cash consideration payable to the Corporation upon the issuance of Common Stock, Options or
Convertible Securities (the ―Fair Market Value‖) shall be determined through the following appraisal procedures. Within ten (10) days after the
Corporation delivers notice to the stockholders of the proposed liquidation of the Corporation or the issuance of such additional securities, as
the case may be, the Corporation and the Requisite Holders shall attempt in good faith to reach agreement on the Fair Market Value. If they are
unable to reach agreement within such ten (10) day period, then, within five (5) days thereafter, the Corporation and the Requisite Holders shall
agree on the selection of an independent appraiser. Such appraiser will have twenty (20) days in which to determine the Fair Market Value, and
its determination thereof will be final and binding on all parties concerned. If the Corporation and the Requisite Holders are unable to reach an
agreement as to an independent appraiser within five (5) days after the aforesaid ten (10) day period, then two appraisers will be appointed
within five (5) days thereafter, one each by the Corporation and the Requisite Holders to determine the Fair Market Value. Each of the
Corporation and the Requisite Holders will cause their appraiser to determine independently the Fair Market Value within twenty (20) days
after the time of their appointment, if the lesser of the two appraised values so determined (the ―Low Value‖) exceeds or is equal to ninety
percent (90%) of the value of the greater of the two appraised values (the ―High Value‖), the Fair Market Value will be deemed to be equal to
the average of the two appraisals. If the Low Value is less than ninety percent (90%) of the High Value, the two appraisers will themselves
appoint a third appraiser within ten (10) days after the two appraisals have been rendered. Such third appraiser will have twenty (20) days in
which to determine independently the Fair Market Value. The median of the three (3) appraised values shall be binding on all parties concerned
as the Fair Market Value.

4. Restrictions . (a) At any time when at least 50% of the shares of Series A-1 Convertible Preferred Stock issued by the Corporation are
outstanding, except where the vote or written consent of the holders of a greater number of shares of the Corporation is required by law or by
this Certificate of Incorporation, and in addition to any other vote required by law or this Certificate of Incorporation, without the written
consent of the holders of a majority of the outstanding shares of Series A-1 Convertible Preferred Stock, given in writing or by a vote at a
meeting, consenting or voting (as the case may be) separately as a series, the Corporation will not amend, alter or repeal any provision of its
Certificate of Incorporation, by means of an amendment or waiver to the Certificate of Incorporation or by merger, consolidation,
recapitalization or similar action, if such proposed amendment, alteration or repeal would alter or change the powers, preferences or special
rights of the Series A-1 Convertible Preferred Stock so as to affect such powers, preferences or special rights adversely but shall not similarly
affect the Series A Convertible Preferred Stock (treating numerical differences as similar to the extent such differences arise from differences in
Applicable Conversion Prices, Series A Original Issue Price and the Series A-1 Original Issue Price, the number of shares of each series
outstanding or other numerical differences between the Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock
existing prior to such amendment, alteration or repeal). At any time when at least 33% of the shares of Series C Convertible Preferred Stock
issued by the Corporation are outstanding, except where the vote or written consent of the holders of a greater number of shares of the
Corporation is required by law or by this Certificate of Incorporation, and in addition to any other vote required by law or this Certificate of
Incorporation, without the consent of the holders of at least 66 2 / 3 % of Series C Convertible Preferred Stock, given in writing or by a vote at
a meeting, consenting or voting (as the case may be) separately as a series,
the Corporation will not amend, alter or repeal any provision of its Certificate of Incorporation if such proposed amendment, alteration or
repeal would (i) alter or change the powers, preferences or special rights of the Series C Convertible Preferred Stock so as to affect such
powers, preferences or special rights adversely but shall not similarly affect the other series of Convertible Preferred Stock or (ii) improve the
powers, preferences or special rights of any other series of Convertible Preferred Stock but shall not similarly improve the powers, preferences
and special rights of the Series C Convertible Preferred Stock (in the case of clause (i) or (ii), treating numerical differences as similar to the
extent such differences are proportional differences arising from differences in Applicable Conversion Prices, applicable Original Issue Prices,
the number of shares of each series outstanding or other numerical differences between the Series C Convertible Preferred Stock and such other
series of Convertible Preferred Stock existing prior to such amendment, alteration or repeal). It is expressly understood that the rights granted
to the holders of Series C Convertible Preferred Stock in this Section 4(a) are in addition to the rights granted to the holders of Series C
Convertible Preferred Stock pursuant to Section 242(b) of the DGCL. At any time when at least 50% of the shares of Series D Convertible
Preferred Stock issued by the Corporation are outstanding, except where the vote or written consent of the holders of a greater number of shares
of the Corporation is required by law or by this Certificate of Incorporation, and in addition to any other vote required by law or this Certificate
of Incorporation, without the consent of the holders of at least 66 2/3% of Series D Convertible Preferred Stock, given in writing or by a vote at
a meeting, consenting or voting (as the case may be) separately as a series, the Corporation will not amend, alter or repeal any provision of its
Certificate of Incorporation, by means of an amendment or waiver to the Certificate of Incorporation or by merger, consolidation,
recapitalization or similar action, if such proposed amendment, alteration or repeal would alter or change the powers, preferences or special
rights of the Series D Convertible Preferred Stock so as to affect such powers, preferences or special rights adversely but shall not similarly
affect the other series of Convertible Preferred Stock (treating numerical differences as similar to the extent such differences arise from
differences in Applicable Conversion Prices, applicable Original Issue Prices, the number of shares of each series outstanding or other
numerical differences between the Series D Convertible Preferred Stock and such other series of Convertible Preferred Stock existing prior to
such amendment, alteration or repeal).

(b) At any time when at least 5% of the shares of Convertible Preferred Stock issued by the Corporation are outstanding, except where the vote
or written consent of the holders of a greater number of shares of the Corporation is required by law or by this Certificate of Incorporation, and
in addition to any other vote required by law or this Certificate of Incorporation, without the written consent of the Requisite Holders, given in
writing or by a vote at a meeting, consenting or voting (as the case may be) separately as a class, the Corporation will not, by means of an
amendment to the Certificate of Incorporation or by merger, consolidation or otherwise:

                   (1)   Amend, alter or repeal any provision of its Certificate of Incorporation or By-laws;

                  (2) Alter or change the rights, preferences or privileges of the Series A Convertible Preferred Stock, the Series A-1
Convertible Preferred Stock, the Series B
Convertible Preferred Stock, the Series B-1 Convertible Preferred Stock, the Series C Convertible Preferred Stock or the Series D Convertible
Preferred Stock;

                    (3) Create or authorize the creation of any additional class or series of shares of stock unless the same ranks junior to the
Convertible Preferred Stock as to the distribution of assets on the liquidation, dissolution or winding up of the Corporation and with respect to
the payment of dividends and redemption rights, or increase the authorized number of shares of Convertible Preferred Stock or increase the
authorized number of shares of any other class or series of shares of stock unless the same ranks junior to the Convertible Preferred Stock as to
the distribution of assets on the liquidation, dissolution or winding up of the Corporation and with respect to the payment of dividends and
redemption rights, or create or authorize any obligation or security convertible into shares of any class or series of stock unless the same ranks
junior to the Convertible Preferred Stock as to the distribution of assets on the liquidation, dissolution or winding up of the Corporation and
with respect to the payment of dividends and redemption rights;

                   (4) Consent to or consummate any Liquidation Event or any other merger in which the Corporation or any subsidiary
corporation is a constituent corporation, or any other consolidation, liquidation, dissolution or winding up of the Corporation (other than the
merger of a subsidiary of the Corporation with and into another entity on or prior to January 30, 2008 pursuant to arrangements approved by
the Board of Directors on November 29, 2007);

                   (5) Change the authorized number of directors of the Corporation, whether by amendment to this Certificate of
Incorporation, the Bylaws of the Corporation or otherwise; or

                    (6) Declare or pay any dividend or other distribution on any shares of Common Stock (other than dividends or other
distributions payable on the Common Stock solely in the form of additional shares of Common Stock) or purchase or redeem or set aside any
sums for the purchase or redemption of, any shares of stock, except for (i) repurchases of Common Stock from employees, officers, directors or
consultants at the original purchase price thereof pursuant to stock restriction agreements or other agreements, (ii) redemptions of shares of
Convertible Preferred Stock pursuant to Paragraph 6 and (iii) repurchases of shares of Convertible Preferred Stock from employees or officers
pursuant to arrangements approved by the Board of Directors, which approval shall include the affirmative vote or consent of a majority of the
Preferred Directors.

5. Conversion of the Convertible Preferred Stock . The holders of shares of Convertible Preferred Stock shall have the following conversion
rights:

                  5A. Right to Convert. Subject to the terms and conditions of this Paragraph 5, the holder of any share or shares of
Convertible Preferred Stock shall have the right, at its option at any time, to convert any such shares of Convertible Preferred Stock (except that
upon any Liquidation Event the right of conversion shall terminate at the close of business on the business
day fixed for payment of the amounts distributable on the Convertible Preferred Stock) into such number of fully paid and nonassessable shares
of Common Stock as is obtained (i) with respect to Series A Convertible Preferred Stock, by multiplying the number of shares of Series A
Convertible Preferred Stock so to be converted by the Series A Original Issue Price and dividing the result by the conversion price of $1.00 per
share or in case an adjustment of such price has taken place pursuant to the further provisions of this Paragraph 5, then by the conversion price
as last adjusted and in effect at the date any share or shares of Series A Convertible Preferred Stock are surrendered for conversion (such price,
or such price as last adjusted being referred to as the ―Series A Conversion Price‖), (ii) with respect to Series A-1 Convertible Preferred Stock,
by multiplying the number of shares of Series A-1 Convertible Preferred Stock so to be converted by the Series A-1 Original Issue Price and
dividing the result by the conversion price of $1.403 per share or in case an adjustment of such price has taken place pursuant to the further
provisions of this Paragraph 5, then by the conversion price as last adjusted and in effect at the date any share or shares of Series A-1
Convertible Preferred Stock are surrendered for conversion (such price, or such price as last adjusted being referred to as the ―Series A-1
Conversion Price‖), (iii) with respect to Series B Convertible Preferred Stock, by multiplying the number of shares of Series B Convertible
Preferred Stock so to be converted by the Series B Original issue Price and dividing the result by the conversion price of $1.403 per share or in
case an adjustment of such price has taken place pursuant to the further provisions of this Paragraph 5, then by the conversion price as last
adjusted and in effect at the date any share or shares of Series B Convertible Preferred Stock are surrendered for conversion (such price, or such
price as last adjusted being referred to as the ―Series B Conversion Price‖), (iv) with respect to Series B-1 Convertible Preferred Stock, by
multiplying the number of shares of Series B-1 Convertible Preferred Stock so to be converted by the Series B-1 Original Issue Price and
dividing the result by the conversion price of $l.403 per share or in case an adjustment of such price has taken place pursuant to the further
provisions of this Paragraph 5, then by the conversion price as last adjusted and in effect at the date any share or shares of Series B-1
Convertible Preferred Stock are surrendered for conversion (such price, or such price as last adjusted being referred to as the ―Series B-1
Conversion Price‖), (v) with respect to Series C Convertible Preferred Stock, by multiplying the number of shares of Series C Convertible
Preferred Stock so to be converted by the Series C Original Issue Price and dividing the result by the conversion price of $2.983 per share or in
case an adjustment of such price has taken place pursuant to the further provisions of this Paragraph 5, then by the conversion price as last
adjusted and in effect at the date any share or shares of Series C Convertible Preferred Stock are surrendered for conversion (such price, or such
price as last adjusted being referred to as the ―Series C Conversion Price‖) and (vi) with respect to Series D Convertible Preferred Stock, by
multiplying the number of shares of Series D Convertible Preferred Stock so to be converted by the Series D Original Issue Price and dividing
the result by the conversion price of $20.727 per share or in case an adjustment of such price has taken place pursuant to the further provisions
of this Paragraph 5, then by the conversion price as last adjusted and in effect at the date any share or shares of Series D Convertible Preferred
Stock are surrendered for conversion (such price, or such price as last adjusted being referred to as the ―Series D Conversion Price‖). As used
herein, the term ―Applicable Conversion Price‖ means the Series A Conversion Price with respect to Series A Convertible Preferred Stock, the
Series A-1 Conversion Price with respect to the Series A-1 Convertible Preferred Stock, the Series B Conversion Price with respect to the
Series B Convertible Preferred Stock, the Series B-1 Conversion Price with respect to the Series B-1 Convertible Preferred Stock, the Series C
Conversion Price with respect to Series C Convertible Preferred Stock, and the Series D Conversion Price with respect to Series D Convertible
Preferred Stock, respectively. Such rights of conversion shall be exercised by the holder thereof by giving written notice that the holder elects
to convert a stated number of shares of Convertible Preferred Stock into Common Stock and by surrender of a certificate or certificates for the
shares so to be converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may
designate by notice in writing to the holders of the Convertible Preferred Stock) at any time during its usual business hours on the date set forth
in such notice, together with a statement of the name or names (with address) in which the certificate or certificates for shares of Common
Stock shall be issued. Notwithstanding any other provisions hereof, if a conversion of Convertible Preferred Stock is to be made in connection
with any transaction affecting the Corporation, the conversion of any shares of Convertible Preferred Stock, may, at the election of the holder
thereof, be conditioned upon the consummation of such transaction, in which case such conversion shall not be deemed to be effective until
such transaction has been consummated, subject in all events to the terms hereof applicable to such transaction.

                     5B. Issuance of Certificates; Time Conversion Effected . Promptly after the receipt of the written notice referred to in
subparagraph 5A and surrender of the certificate or certificates for the share or shares of Convertible Preferred Stock to be converted, the
Corporation shall issue and deliver, or cause to be issued and delivered, to the holder, registered in such name or names as such holder may
direct, a certificate or certificates for the number of whole shares of Common Stock issuable upon the conversion of such share or shares of
Convertible Preferred Stock. To the extent permitted by law, such conversion shall be deemed to have been effected and the Applicable
Conversion Price shall be determined as of the close of business on the date on which such written notice shall have been received by the
Corporation and the certificate or certificates for such share or shares shall have been surrendered as aforesaid, and at such time the rights of
the holder of such share or shares of Convertible Preferred Stock shall cease, and the person or persons in whose name or names any certificate
or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of
record of the shares represented thereby.

                    5C. Fractional Shares; Partial Conversion . No fractional shares shall be issued upon conversion of Convertible Preferred
Stock into Common Stock (after aggregating all shares of Convertible Preferred Stock that are to be converted into Common Stock) by a holder
and no payment or adjustment shall be made upon any such conversion with respect to any cash dividends previously payable on the Common
Stock issued upon such conversion. If the number of shares of Convertible Preferred Stock represented by the certificate or certificates
surrendered pursuant to subparagraph 5A exceeds the number of shares converted, the Corporation shall, upon such conversion, execute and
deliver to the holder, at the expense of the Corporation, a new certificate or certificates for the number of shares of Convertible Preferred Stock
represented by the certificate or certificates surrendered which are not to be converted. If any fractional share of Common Stock would, except
for the provisions of the first sentence of this subparagraph 5C, be delivered upon such conversion, the Corporation, in lieu of delivering such
fractional share, shall pay to the holder surrendering the Convertible Preferred Stock for conversion an amount in cash equal to the current
market price of such fractional share as determined in good faith by the Board of Directors of the Corporation, and based upon the aggregate
number of shares of Convertible Preferred Stock surrendered by any one holder.
                    5D. Adjustment of Applicable Conversion Price Upon Issuance of Common Stock . Except as provided in subparagraphs
5E and 5F, if and whenever the Corporation shall issue or sell, or is, in accordance with subparagraphs 5D(1) through 5D(7), deemed to have
issued or sold, any shares of Common Stock for a consideration per share less than an Applicable Conversion Price in effect immediately prior
to the time of such issue or sale, then, forthwith upon such issue or sale, such Applicable Conversion Price shall be reduced to the price
determined by dividing (a) an amount equal to the sum of (i) the number of shares of Common Stock outstanding immediately prior to such
issue or sale (including, for this purpose, (i) shares of Common Stock issuable upon conversion of the Convertible Preferred Stock and
(ii) shares of Common Stock issuable upon the exercise of outstanding Options (excluding unvested Options)) multiplied by such Applicable
Conversion Price in effect immediately prior to such adjustment and (ii) the consideration, if any, received by the Corporation upon such issue
or sale, by (b) an amount equal to the sum of (i) the total number of shares of Common Stock outstanding immediately prior to such issue or
sale (including, for this purpose, (i) shares of Common Stock issuable upon conversion of the Convertible Preferred Stock and (ii) shares of
Common Stock issuable upon the exercise of outstanding Options (excluding unvested Options)) and (ii) the total number of shares of
Common Stock issuable in such issue or sale.

                        For purposes of this subparagraph 5D, the following subparagraphs 5D(1) through 5D(7) shall also be applicable:

                          5D(1) Issuance of Convertible Securities or Options . If the Corporation at any time or from time to time shall issue
any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Stock (other than
Options (as defined below)) (―Convertible Securities‖) or any rights, options or warrants to subscribe for, purchase or otherwise acquire
Common Stock or Convertible Securities (―Options‖) or shall fix a record date for the determination of holders of any class of securities
entitled to receive any such Convertible Securities or Options, then the maximum number of shares of Common Stock (as set forth in the
instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the
exercise of such Options or, in the case of Convertible Securities and Options therefore, the conversion or exchange of such Convertible
Securities, shall be deemed to be additional shares Common Stock issued as of the time of such issue or, in case such a record date shall have
been fixed, as of the close of business on such record date.

                        5D(2) Change in Option Price or Conversion Rate .

                                   (A) If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to an
           Applicable Conversion Price pursuant to the terms of subparagraph 5D above, are revised (either automatically pursuant the
           provisions contained therein or as a result of an amendment to such terms) to provide for either (1) any increase or decrease in the
           number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security
           or (2) any increase or decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then,
           effective upon such increase or decrease becoming effective, such Applicable Conversion Price computed upon the original issue of
           such Option or
          Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Applicable
          Conversion Price as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or
          Convertible Security. Notwithstanding the foregoing, no adjustment pursuant to this subparagraph 5D(2)(A) shall have the effect of
          increasing an Applicable Conversion Price to an amount which exceeds the lesser of (i) such Applicable Conversion Price on the
          original adjustment date or (ii) the Applicable Conversion Price that would have resulted from any issuances or deemed issuances
          of any shares of Common Stock between the original adjustment date and such readjustment date.

                                   (B) If the terms of any Option or Convertible Security, the issuance of which did not result in an adjustment
          to an Applicable Conversion Price pursuant to the terms of subparagraph 5D above (either because the consideration per share
          (determined pursuant to subparagraph 5D(5)) of the shares of Common Stock subject thereto was equal to or greater than such
          Applicable Conversion Price then in effect, or because such Option or Convertible Security was issued before the date that shares of
          the applicable series of Convertible Preferred Stock were first issued), are revised (either automatically pursuant the provisions
          contained therein or as a result of an amendment to such terms) to provide for either (1) any increase or decrease in the number of
          shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any
          increase or decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then such Option
          or Convertible Security, as so amended, and the additional shares of Common Stock subject thereto (determined in the manner
          provided in subparagraph 5D(1) above) shall be deemed to have been issued effective upon such increase or decrease becoming
          effective. Notwithstanding the foregoing, and for the avoidance of doubt, no adjustment pursuant to this subparagraph 5D(2)(B)
          shall have the effect of increasing the Applicable Conversion Price.

                                  (C) Upon the expiration or termination of any unexercised Option or unconverted or unexchanged
          Convertible Security which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to an
          Applicable Conversion Price pursuant to the terms of subparagraph 5D above, such Applicable Conversion Price shall be readjusted
          to such Applicable Conversion Price as would have obtained had such Option or Convertible Security never been issued.
          Notwithstanding the foregoing, and for the avoidance of doubt, no adjustment pursuant to this subparagraph 5D(2)(C) shall have the
          effect of increasing such Applicable Conversion Price to an amount which exceeds the lesser of (i) such Applicable Conversion
          Price on the original adjustment date or (ii) such Applicable Conversion Price that would have resulted from any issuances or
          deemed issuances of any shares of Common Stock between the original adjustment date and such readjustment date.

                        5D(3) No Further Adjustments Upon Exercise or Conversion . Except as provided in subparagraph 5D(2), no
adjustment in the Applicable Conversion Price shall be
made upon (a) the actual issuance of shares of Common Stock or Convertible Securities upon the exercise of Options or (b) the actual issuance
of shares of Common Stock upon the conversion or exchange of Convertible Securities.

                         5D(4) Stock Dividends . If the Corporation shall declare a dividend or make any other distribution upon any stock
of the Corporation payable in Common Stock (except for the issue of stock dividends or distributions upon the outstanding Common Stock for
which adjustment is made pursuant to subparagraph 5F), Options or Convertible Securities, any Common Stock, Options or Convertible
Securities, as the case may be, issuable in payment of such dividend or distribution shall be deemed to have been issued or sold without
consideration.

                          5D(5) Consideration for Stock . If any shares of Common Stock, Options or Convertible Securities shall be issued
or sold for cash, the consideration received therefore shall be deemed to be the amount received by the Corporation therefore, without
deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in
connection therewith. The consideration per share received by the Corporation for shares of Common Stock deemed to have been issued
pursuant to this subparagraph 5D relating to Options and Convertible Securities, shall be determined by dividing (i) the total amount, if any,
received or receivable by the Corporation as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate
amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a
subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Options or the conversion or exchange of
such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the
conversion or exchange of such Convertible Securities, by (ii) the maximum number of shares of Common Stock (as set forth in the
instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the
exercise of such Options or the conversion or exchange of such Convertible Securities. If any shares of Common Stock, Options or Convertible
Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the
Corporation shall, subject to subparagraph 3F(2), be deemed to be the fair value of such consideration as determined by the Board of Directors
in good faith, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation
in connection therewith. If any Options shall be issued in connection with the issue and sale of other securities of the Corporation, together
comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be
deemed to have been issued for such consideration as determined by the Board of Directors.

                          5D(6) Record Date . If the Corporation shall take a record of the holders of its Common Stock for the purpose of
entitling them (i) to receive a dividend or other distribution payable in Common Stock, Options or Convertible Securities or (ii) to subscribe for
or purchase Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the
shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or
the date of the granting of such right of subscription or purchase, as the case may be; provided, however , that if such record date shall have
been fixed and such dividend is not fully paid or if
such purchase is not fully made on the date fixed therefore, the Applicable Conversion Price shall be recomputed accordingly as of the close of
business on such record date and thereafter such Applicable Conversion Price shall be adjusted as of the time of actual payment of such
dividends or the purchase of such securities

                       5D(7) Treasury Shares . The number of shares of Common Stock outstanding at any given time shall not include
shares owned or held by or for the account of the Corporation, and the disposition of any such shares shall be considered an issue or sale of
Common Stock for the purpose of this subparagraph 5D.

                     5E. Certain Issues of Common Stock Excepted . Anything herein to the contrary notwithstanding, the Corporation shall
not be required to make any adjustment of any Applicable Conversion Price in the case of the issuance of: (i) shares of Common Stock issuable
upon conversion of the Convertible Preferred Stock; (ii) shares of Series A-1 Convertible Preferred Stock prior to May 22, 2006, (iii) Reserved
Employee Shares (as defined below); (iv) shares of Common Stock issued as a dividend on the Preferred Stock; (v) shares of Common Stock
issued pursuant to a Qualified Public Offering (as defined in subparagraph 5O(1)); (vi) equity securities (and/or options or warrants therefore)
issued pursuant to the acquisition of another corporation or entity by the Corporation by consolidation, merger, purchase of all or substantially
all of the assets, or other reorganization in which the Corporation acquires, in a single transaction or series of related transactions, all or
substantially all of the assets of such other corporation (or a division thereof) or entity (or a division thereof) or fifty percent (50%) or more of
the voting power of such other corporation or entity or fifty percent (50%) or more of the equity ownership of such other entity; provided that
such transaction or series of transactions has been approved by the Board of Directors, which approval shall include the affirmative vote or
consent of a majority of the Preferred Directors; (vii) equity securities (and/or options or warrants therefore) issued or issuable to parties
providing the Corporation with equipment leases, real property leases, loans, credit lines, guaranties of indebtedness, cash price reductions or
similar financing, or issuable to parties licensing technology or patents to the Corporation, parties licensing technology from the Corporation in
connection with the development or commercialization of the Corporation‘s products or services or collaborative partners; provided that each
such transaction described in this clause (vii) is approved by the Board of Directors, which approval shall include the affirmative vote or
consent of a majority of the Preferred Directors; (viii) shares of Common Stock issued by reason of a stock split or dividend on the Common
Stock for which an adjustment of the Applicable Conversion Price has been made pursuant to Paragraph 5F; and (ix) up to 1,562,224 shares of
Common Stock (and/or warrants therefore) issued or issuable pursuant to the terms of the Interactive Marketing and Comparison Travel
Functionality Platform Agreement, dated as of November 10, 2004, by and between the Corporation and America Online, Inc., as amended. As
used herein, ―Reserved Employee Shares‖ shall mean up to 5,364,496 shares of Common Stock (appropriately adjusted to reflect an event
described in subparagraph 5F hereof) reserved by the Corporation for (i) the sale or issuance of shares of Common Stock to employees,
consultants or non-employee directors of the Corporation or (ii) the issuance and/or exercise of options to purchase Common Stock granted to
employees, consultants or non-employee directors of the Corporation, all pursuant to arrangements approved by the Board of Directors, which
approval shall include the affirmative vote or consent of a majority of the Preferred Directors.
                    5F. Subdivision or Combination of Common Stock . If the Corporation shall at any time after December 21, 2007 subdivide
(by any stock split, stock dividend or otherwise) its outstanding shares of Common Stock into a greater number of shares, each Applicable
Conversion Price in effect immediately prior to such subdivision shall be proportionately reduced, and, conversely, in case the outstanding
shares of Common Stock shall be combined into a smaller number of shares (by reverse stock split or otherwise), each Applicable Conversion
Price in effect immediately prior to such combination shall be proportionately increased.

                    5G. Reorganization or Reclassification . If any capital reorganization, reclassification, recapitalization, consolidation,
merger, sale of all or substantially all of the Corporation‘s assets or other similar transaction (any such transaction being referred to herein as an
―Organic Change‖) shall be effected in such a way that holders of Common Stock shall be entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock and if the holders of Convertible Preferred
Stock do not elect pursuant to Paragraph 3 to treat such Organic Change as a Liquidation Event, then, as a condition of such Organic Change,
lawful and adequate provisions shall be made whereby each holder of a share or shares of Convertible Preferred Stock shall thereupon have the
right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately
theretofore receivable upon the conversion of such share or shares of Convertible Preferred Stock such shares of stock, securities or assets as
may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of
shares of such Common Stock immediately theretofore receivable upon such conversion had such Organic Change not taken place, and in any
case of a reorganization or reclassification appropriate provisions shall be made with respect to the rights and interests of such holder to the end
that the provisions hereof (including without limitation provisions for adjustments of the Applicable Conversion Price) shall thereafter be
applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of such
conversion rights.

                   5H. Notice of Adjustment . Upon any adjustment of an Applicable Conversion Price, then and in each such case the
Corporation shall give written notice thereof, by first class mail, postage prepaid, by overnight courier or by facsimile transmission to non-U.S.
residents, addressed to each holder of shares of Convertible Preferred Stock at the address of such holder as shown on the books of the
Corporation, which notice shall state the Applicable Conversion Price resulting from such adjustment, setting forth in reasonable detail the
method upon which such calculation is based.

                   5I. Other Notices . If at any time:

                    (1) the Corporation shall declare any dividend upon its Common Stock payable in cash or stock or make any other
distribution to the holders of its Common Stock;

                    (2) the Corporation shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of
any class or other rights;
                  (3) there shall be any capital reorganization or reclassification of the capital stock of the Corporation, or a consolidation or
merger of the Corporation with or into, or a sale of all or substantially all its assets to, another entity or entities; or

                   (4) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Corporation;

then, in any one or more of said cases, the Corporation shall give, by first class mail, postage prepaid, by overnight courier or by facsimile
transmission to non-U.S. residents, addressed to each holder of any shares of Preferred Stock at the address of such holder as shown on the
books of the Corporation, (a) at least 15 days prior written notice of the date on which the books of the Corporation shall close or a record shall
be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or winding up and (b) in the case of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least 15 days prior written notice of the date when the
same shall take place. Such notice in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution
or subscription rights, the date on which the holders of Common Stock shall be entitled thereto and such notice in accordance with the
foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up, as the case may be.

                    5J. Stock to be Reserved . The Corporation will at all times reserve and keep available out of its authorized Common Stock,
solely for the purpose of issuance upon the conversion of Preferred Stock as herein provided, such number of shares of Common Stock as shall
then be issuable upon the conversion of all outstanding shares of Preferred Stock. The Corporation covenants that all shares of Common Stock
which shall be so issued shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect
to the issue thereof. The Corporation will take all such action as may be necessary to assure that all such shares of Common Stock may be so
issued without violation of any applicable law or regulation, or of any requirement of any national securities exchange upon which the
Common Stock may be listed.

                  5K. No Reissuance of Convertible Preferred Stock . Shares of Preferred Stock which are converted into shares of Common
Stock as provided herein shall not be reissued.

                    5L. Issue Tax . The issuance of certificates for shares of Common Stock upon Preferred Stock shall be made without charge
to the holders thereof for any issuance tax in respect thereof, provided that the Corporation shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance arid delivery of any certificate in a name other than that of the holder of the Preferred
Stock which is being converted.

                   5M. Closing of Books . The Corporation will at no time close its transfer books against the transfer of any shares of
Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of Preferred Stock, in any manner
which interferes
with the timely conversion of such Preferred Stock except as may otherwise be required to comply with applicable securities laws.

                    5N. Definition of Common Stock . As used in this Paragraph 5, the term ―Common Stock‖ shall mean and include the
Corporation‘s authorized Common Stock, par value $.00l per share, as constituted on the date of filing of this Amended and Restated
Certificate of Incorporation, and shall also include any capital stock of any class of the Corporation thereafter authorized which shall neither be
limited to a fixed sum or percentage of par value in respect of the rights of the holders thereof to participate in dividends nor entitled to a
preference in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation; provided
that the shares of Common Stock receivable upon conversion of shares of Preferred Stock shall include only shares designated as Common
Stock of the Corporation on the date of filing of this instrument, or in case of any reorganization or reclassification of the outstanding shares
thereof, the stock, securities or assets provided for in subparagraph 5G.

                   5O. Mandatory Conversion .

                          5O(1) Qualified Public Offering; Election of Holders . All outstanding shares of Convertible Preferred Stock shall
automatically convert to shares of Common Stock (i) upon the closing of a firm commitment underwritten public offering of shares of
Common Stock in which (A) the aggregate gross proceeds from such offering to the Corporation is at least $25,000,000 and (B) the price per
share paid by the public for such shares is at least $31.09 (appropriately adjusted to reflect the occurrence of any event described in
subparagraph 5F) (a ―Qualified Public Offering‖) or (ii) upon the election (given in writing or by a vote at a meeting) of both (A) the Requisite
Holders and (B) for so long as the Founder Group holds shares of capital stock of the Corporation representing at least fourteen percent
(14%) of the outstanding capital stock of the Corporation (calculated on an as-converted to Common Stock basis and including, for this
purpose, shares of Common Stock issuable upon the exercise of outstanding Options and Convertible Securities), either Daniel Stephen Hafner
or Paul English; provided however that the Series D Convertible Preferred Stock shall not automatically convert to shares of Common Stock
pursuant to this clause (ii) unless such election also includes the election of the holders of at least 66 2 / 3 % of Series D Convertible Preferred
Stock. ―Founder Group‖ shall mean Daniel Stephen Hafner, Paul English, any spouse, former spouse, ancestor or descendent of Daniel Stephen
Hafner or Paul English, or any trust established for the benefit of any of the foregoing.

                         5O(2) Conversion Procedures .

                         (a) All holders of record of shares of Convertible Preferred Stock shall be given written notice of the date of the
mandatory conversion occurring pursuant to subparagraph 5O(1) (the ―Mandatory Conversion Date‖) and of the place designated for
mandatory conversion of such shares of Preferred Stock pursuant to this subparagraph 5O. Such notice need not be given in advance of the
occurrence of the Mandatory Conversion Date. Such notice shall be sent by first class or registered mail, postage prepaid, or overnight courier
or given by electronic communication in compliance with the provisions of the General Corporation Law, to each record holder of Convertible
Preferred Stock. Upon receipt of such notice, each
holder of shares of Convertible Preferred Stock shall surrender his or its certificate or certificates for all such shares subject to conversion to the
Corporation at the place designated in such notice, and shall thereafter receive certificates for the number of shares of Common Stock to which
such holder is entitled pursuant to this Paragraph 5. On the Mandatory Conversion Date, all shares of Preferred Stock subject to conversion on
such date shall be deemed to have been converted into shares of Common Stock which shall be deemed to be outstanding of record, and all
rights with respect to the shares of Preferred Stock so converted will terminate, except only the rights of the holders [hereof, upon surrender of
their certificate or certificates therefore, to receive certificates for the number of shares of Common Stock into which such Preferred Stock has
been converted, and payment of any declared but unpaid dividends thereon, if so required by the Corporation, certificates surrendered for
conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly
executed by the registered holder or by his or its attorney duly authorized in writing. As soon as practicable after the Mandatory Conversion
Date and the surrender of the certificate or certificates for Preferred Stock, the Corporation shall cause to be issued and delivered to such
holder, or on his or its written order, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in
accordance with the provisions hereof and cash as provided in subparagraph 5C in respect of any fraction of a share of Common Stock
otherwise issuable upon such conversion.

                         (b) All certificates evidencing shares of Preferred Stock which are required to be surrendered for conversion in
accordance with the provisions hereof shall, from and after the Mandatory Conversion Date be deemed to have been retired and cancelled and
the shares of Preferred Stock represented thereby converted into Common Stock for all purposes, notwithstanding the failure of the holder or
holders thereof to surrender such certificates on or prior to such date. Such converted Preferred Stock shall be retired and cancelled and shall
not be reissued, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary
to reduce the authorized number of shares of Preferred Stock accordingly.

6. Redemption . The shares of Convertible Preferred Stock shall be redeemed as follows:

                   6A. Optional Redemption . The Corporation shall not have the right to call or redeem at any time all or any shares of
Convertible Preferred Stock. The Requisite Holders may, by giving notice (the ―Notice‖) to the Corporation at any time after December 21,
2012, require the Corporation to redeem all of the outstanding shares of Convertible Preferred Stock in three equal annual installments (the date
of each such redemption, a ―Redemption Date‖). After receipt of the Notice, the Corporation shall fix the first date for redemption (the ―First
Redemption Date‖), provided that the First Redemption Date shall occur within one hundred twenty (120) days after receipt of the Notice. The
second and third redemption dates shall occur on the first and second anniversaries of the First Redemption Date, respectively.

                   6B. Redemption Price and Payment . The Convertible Preferred Stock to be redeemed on a Redemption Date shall be
redeemed by paying for each share in cash an amount equal to: (1) with respect to a share of Series A Convertible Preferred Stock, the Series A
Original Issue Price plus an amount equal to all Series A Accruing Dividends per share unpaid thereon (whether or not declared) and any other
dividends per share declared but unpaid thereon;
(ii) with respect to a share of Series A-1 Convertible Preferred Stock, the Series A-1 Original Issue Price plus an amount equal to all Series A-1
Accruing Dividends per share unpaid thereon (whether or not declared) and any other dividends per share declared but unpaid thereon;
(iii) with respect to a share of Series B Convertible Preferred Stock, the Series B Original Issue Price plus an amount equal to all Series B
Accruing Dividends per share unpaid thereon (whether or not declared) and any other dividends per share declared but unpaid thereon;
(iv) with respect to a share of Series B-1 Convertible Preferred Stock, the Series B-1 Original Issue Price plus an amount equal to all Series B-1
Accruing Dividends per share unpaid thereon (whether or not declared) and any other dividends per share declared but unpaid thereon; (v) with
respect to a share of Series C Convertible Preferred Stock, the Series C Original Issue Price plus an amount equal to all Series C Accruing
Dividends per share unpaid thereon (whether or not declared) and any other dividends per share declared but unpaid thereon; and (vi) with
respect to a share of Series D Convertible Preferred Stock, the Series D Original Issue Price plus an amount equal to all Series D Accruing
Dividends per share unpaid thereon (whether or not declared) and any other dividends per share declared but unpaid thereon (each, the
―Applicable Redemption Price‖). Such payment shall be made in full on each of the Redemption Dates to the holders entitled thereto. All
holders of Convertible Preferred Stock shall deliver to the Corporation during regular business hours, at the office of any transfer agent of the
Corporation for the Convertible Preferred Stock or at the principal office of the Corporation or at such other place as may be designated by the
Corporation, the certificate or certificates for the Convertible Preferred Stock to be redeemed on the applicable Redemption Date to the
Corporation before or within a reasonable time after such Redemption Date.

                   6C. Redemption Mechanics . At least 20 but not more than 30 days prior to a Redemption Date, written notice (the
―Redemption Notice‖) shall be given by the Corporation by mail, postage prepaid, by overnight courier or by facsimile transmission to
non-U.S. residents, to each holder of record (at the close of business on the business day next preceding the day on which the Redemption
Notice is given) of shares of Convertible Preferred Stock notifying such holder of the redemption and specifying the Applicable Redemption
Prices, the Redemption Date and the place where said Applicable Redemption Prices shall be payable. The Redemption Notice shall be
addressed to each holder at its address as shown by the records of the Corporation. From and after the close of business on such Redemption
Date, unless there shall have been a default in the payment of the Applicable Redemption Prices, all rights of holders of the shares of
Convertible Preferred Stock to be redeemed on the Redemption Date (except the right to receive the Applicable Redemption Price) shall cease
with respect to such shares, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding
for any purpose whatsoever. If the funds of the Corporation legally available for redemption of shares of Convertible Preferred Stock on the
Redemption Date are insufficient to redeem the total number of outstanding shares of Convertible Preferred Stock to be redeemed on the
Redemption Date, the holders of shares of Convertible Preferred Stock shall share ratably in any funds legally available for redemption of such
shares according to the respective amounts which would be payable with respect to the full number of shares owned by them if all such
outstanding shares were redeemed in full. If the Corporation for any reason shall fail to redeem the total number of outstanding shares of
Convertible Preferred Stock to be redeemed on the Redemption Date, then, and until such redemption shall have been made in full, the number
of Series A Directors that may be elected by the holders of the Series A Convertible Preferred Stock, voting as a separate series, pursuant to
subparagraph 1C(a) shall be increased from two (2) to
four (4) and the number of Series C Directors that may be elected by the holders of the Series C Convertible Preferred Stock, voting as a
separate series, pursuant to subparagraph 1C(a) shall be increased from one (1) to two (2). The shares of Convertible Preferred Stock not
redeemed shall remain outstanding and entitled to all rights and preferences provided herein. At any time thereafter when additional funds of
the Corporation are legally available for the redemption of such shares of Convertible Preferred Stock such funds will be used, no later than the
end of the next succeeding fiscal quarter, to redeem the balance of such shares, or such portion thereof for which funds are then legally
available, on the basis set forth above.

                   6D. Redeemed or Otherwise Acquired Shares to be Retired . Any shares of Convertible Preferred Stock redeemed pursuant
to this Paragraph 6 or otherwise acquired by the Corporation in any manner whatsoever shall be canceled and shall not under any circumstances
be reissued; and the Corporation may from time to time take such appropriate corporate action as may be necessary to reduce accordingly the
number of authorized shares of Convertible Preferred Stock.

7. Corporate Opportunity . In the event that a director of the Corporation who is also a partner or employee of a holder of Preferred Stock
acquires knowledge of a potential transaction or matter which may be a corporate opportunity for both the Corporation and such holder of
Preferred Stock, such director shall to the fullest extent permitted by law have fully satisfied and fulfilled his fiduciary duty with respect to such
corporate opportunity, and the Corporation to the fullest extent permitted by law waives any claim that such business opportunity constituted a
corporate opportunity that should have been presented to the Corporation or any of its affiliates, if such director acts in a manner consistent
with the following policy: a corporate opportunity offered to any person who is a director of the Corporation, and who is also a partner or
employee of a holder of Preferred Stock shall belong to such holder of Preferred Stock, unless such opportunity was offered to such person in
his or her capacity as a director of the Corporation.

FIFTH.        The Corporation is to have perpetual existence.

SIXTH.       In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware:

                   A. Subject to the restrictions set forth in this Amended and Restated Certificate of Incorporation, the Board of Directors of
the Corporation is expressly authorized to adopt, amend or repeal the By-Laws of the Corporation.

                   B. Elections of directors need not be by written ballot unless the By-Laws of the Corporation shall so provide.

                 C. The books of the Corporation may be kept at such place within or without the State of Delaware as the By-Laws of the
Corporation may provide or as may be designated from time to time by the Board of Directors of the Corporation.

SEVENTH. To the fullest extent permitted by law, no director of the Corporation shall be personally liable for monetary damages for breach
of fiduciary duty as a director. Without limiting the effect of the preceding sentence, if the General Corporation Law is hereafter amended to
authorize the further elimination or limitation of the liability of a director, then the
liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law, as so
amended. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director for or
with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

EIGHTH.        The Corporation shall provide indemnification as follows:

       1. Actions, Suits and Proceedings Other than by or in the Right of the Corporation . The Corporation shall indemnify each person who
was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was, or has
agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a
director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including
any employee benefit plan) (all such persons being referred to hereafter as an ―Indemnitee‖), or by reason of any action alleged to have been
taken or omitted in such capacity, against all expenses (including attorneys‘ fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if Indemnitee
acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed
to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.

       2. Actions or Suits by or in the Right of the Corporation . The Corporation shall indemnify any Indemnitee who was or is a party to or
threatened to be made a party to any threatened, pending or completed action or Suit by or in the right of the Corporation to procure a judgment
in its favor by reason of the fact that Indemnitee is or was, or has agreed to become, a director or officer of the Corporation, or is or was
serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another
corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to
have been taken or omitted in such capacity, against all expenses (including attorneys‘ fees) and, to the extent permitted by law, amounts paid
in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal
therefrom, if Indemnitee acted in good faith and in a mariner which Indenmitee reasonably believed to be in, or not opposed to, the best
interests of the Corporation, except that no indemnification shall be made under this Paragraph 2 in respect of any claim, issue or matter as to
which Indemnitee shall have been adjudged to be liable to the Corporation, unless, and only to the extent, that the Court of Chancery of the
State of Delaware shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the
case, Indemnitee is fairly and reasonably entitled to indemnity for such
expenses (including attorneys‘ fees) which the Court of Chancery of the State of Delaware shall deem proper.

       3. Indemnification for Expenses Successful Party . Notwithstanding any other provisions of this Article, to the extent that an Indemnitee
has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Paragraphs 1 and 2 of this Article
EIGHTH, or in defense of any claim, issue or matter therein, or on appeal from any such action, suit or proceeding, Indemnitee shall be
indemnified against all expenses (including attorneys‘ fees) actually and reasonably incurred by or on behalf of Indemnitee in connection
therewith. Without limiting the foregoing, if any action, suit or proceeding is disposed of, on the merits or otherwise (including a disposition
without prejudice), without (i) the disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee was liable to the Corporation,
(iii) a plea of guilty or nolo contendere by Indemnitee, (iv) an adjudication that Indemnitee did not act in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Corporation, and (v) with respect to any criminal proceeding, an
adjudication that Indemnitee had reasonable cause to believe his conduct was unlawful, Indemnitee shall be considered for the purposes hereof
to have been wholly successful with respect thereto.

        4. Notification and Defense of Claim . As a condition precedent to an Indernnitee‘s right to be indemnified, such Indemnitee must notify
the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving such Indemnitee for which indemnity
will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation
will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably
acceptable to Indemnitee. After notice from the Corporation to Indemnitee of its election so to assume such defense, the Corporation shall not
be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection with such action, suit, proceeding or
investigation, other than as provided below in this Paragraph 4. Indemnitee shall have the right to employ his or her own counsel in connection
with such action, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its
assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been
authorized by the Corporation, (ii) counsel to Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on
any significant issue between the Corporation and Indemnitee in the conduct of the defense of such action, suit, proceeding or investigation or
(iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, suit, proceeding or investigation, in each of
which cases the fees and expenses of counsel for Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided
by this Article. The Corporation shall not be entitled, without the Consent of Indemnitee, to assume the defense of any claim brought by or in
the right of the Corporation or as to which counsel for Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above.
The Corporation shall not be required to indemnify Indemnitee under this Article EIGHTH for any amounts paid in settlement of any action,
suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or
investigation in any manner which would impose any penalty or limitation on Indemnitee without hidemnitee‘s written consent. Neither the
Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.
       5. Advance of Expenses . Subject to the provisions of Paragraph 6 of this Article EIGHTH, in the event that the Corporation does not
assume the defense pursuant to Paragraph 4 of this Article EIGHTH of any action, suit, proceeding or investigation of which the Corporation
receives notice under this Article, any expenses (including attorneys‘ fees) incurred by or on behalf of an Indemnitee in defending an action,
suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter;
provided, however, that the payment of such expenses incurred by or on behalf of Indemnitee in advance of the final disposition of such matter
shall be made only upon receipt of an undertaking by or on behalf of Indemnitee to repay all amounts so advanced in the event that it shall
ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article. Such undertaking
shall be accepted without reference to the financial ability of Indemnitee to make such repayment.

      6. Procedure for Indemnification . in order to obtain indemnification or advancement of expenses pursuant to Paragraph 1, 2, 3 or 5 of this
Article EIGHTH, an Indemnitee shall submit to the Corporation a written request. Any such advancement of expenses shall be made promptly,
and in any event within 30 days after receipt by the Corporation of the written request of Indemnitee, unless the Corporation determines within
such 30-day period that Indemnitee did not meet the applicable standard of conduct Set forth in Paragraph 1, 2 or 5 of this Article EIGHTH, as
the case may be. Any such indemnification, unless ordered by a court, shall be made with respect to requests under Paragraph 1 or 2 only as
authorized in the specific case upon a determination by the Corporation that the indemnification of Indemnitee is proper because Indemnitee
has met the applicable standard of conduct set forth in Paragraph 1 or 2, as the case may be. Such determination shall be made in each instance
(a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding
in question (―disinterested directors‖), whether or not a quorum, (b) by a committee of disinterested directors designated by majority vote of
disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by
independent legal counsel acceptable to the Indemnitee and the Corporation (who may, if agreed and to the extent permitted by law, be regular
legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation.

      7. Remedies . The right to indemnification or advancement of expenses as granted by this Article shall be enforceable by Indemnitee in
any court of competent jurisdiction. Unless otherwise required by law, the burden of proving that the Indemnitee is not entitled to
indemnification or advancement of expenses under this Article EIGHTH shall be on the Corporation. Neither the failure of the Corporation to
have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee
has met the applicable standard of conduct, nor an actual determination by the Corporation pursuant to Paragraph 6 of this Article EIGHTH
that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has
not met the applicable standard of conduct. Indemnitee‘s expenses (including attorneys‘ fees) reasonably incurred in connection with
successfully establishing Indemnitee‘s right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the
Corporation.
      8. Limitations . Notwithstanding anything to the contrary in this Article, the Corporation shall not indemnify an Indemnitee to the extent
such Indemnitee is reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to an
Indemnitee and such Indemnitee is subsequently reimbursed from the proceeds of insurance, Indemnitee shall promptly refund such
indemnification payments to the Corporation to the extent of such insurance reimbursement.

      9. Subseqent Amendment . No amendment, termination or repeal of this Article or of the relevant provisions of the General Corporation
Law or any other applicable laws shall affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions
hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior
to the final adoption of such amendment, termination or repeal.

      10. Other Rights . The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other
rights to which an lndemnitee seeking indemnification or advancement of expenses may be entitled under any law (common or statutory),
agreement or vote of stockholders or disinterested directors or otherwise, both as to action in Indemnitee‘s official capacity and as to action in
any other capacity while holding office for the Corporation, and shall continue as to an Indemnitee who has ceased to be a director or officer,
and shall inure to the benefit of the estate, heirs, executors and administrators of lndemnitee. Nothing contained in this Article shall be deemed
to prohibit, and the Corporation is specifically authorized to enter into, agreements with officers and directors providing indemnification rights
and procedures different from those set forth in this Article. In addition, the Corporation may, to the extent authorized from time to time by its
Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and
such rights may be equivalent to, or greater or less than, those set forth in this Article.

      11. Partial Indemnification . If an Indemnitee is entitled under any provision of this Article to indemnification by the Corporation for
some or a portion of the expenses (including attorneys‘ fees), judgments, fines or amounts paid in settlement actually and reasonably incurred
by or on behalf of Indemnitee in connection with any action, suit, proceeding or investigation and any appeal therefrom but not, however, for
the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such expenses (including attorneys‘ fees),
judgments, fines or amounts paid in settlement to which Indemnitee is entitled.

      12. Insurance . The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee
or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan)
against any expense, liability or loss incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law.

     13. Savings Clause . If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify each Indemnitee as to any expenses (including attorneys‘ fees), judgments, fines and amounts
paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including an action
by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated
and to the fullest extent permitted by applicable law.

     14. Definitions . Terms used herein and defined in Section 145(h) and Section 145(i) of the General Corporation Law shall have the
respective meanings assigned to such terms in such Section 145(h) and Section 145(i).

     15. Subsequent Legislation . If the General Corporation Law is amended after adoption of this Article to expand further the
indemnification permitted to Indemnitees, then the Corporation shall indemnify such persons to the fullest extent permitted by the General
Corporation Law, as so amended.

       16. Merger or Consolidation . If the Corporation is merged into or consolidated with another corporation and the Corporation is not the
surviving corporation, the surviving corporation shall assume the obligations of the Corporation under this Article with respect to any action,
suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the date of such merger or
consolidation.

    NINTH:        The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, subject to all rights conferred on stockholders or others hereunder.
     IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been executed by the undersigned this 20th day
of December, 2007.

                                                                               KAYAK SOFTWARE CORPORATION

                                                                               /s/ Daniel Stephen Hafner
                                                                               Name: Daniel Stephen Hafner
                                                                               Title: President
                                                                                                                                       Exhibit 3.2

                                                               AMENDMENT TO

                                                       AMENDED AND RESTATED
                                                    CERTIFICATE OF INCORPORATION

                                                                       OF

                                                    KAYAK SOFTWARE CORPORATION

      Kayak Software Corporation, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law
of the State of Delaware (the ―General Corporation Law‖),

     DOES HEREBY CERTIFY:

     1) : That the name of this corporation is Kayak Software Corporation, and that this corporation was originally incorporated pursuant to
the General Corporation Law on January 14, 2004 under the name Travel Search Company, Inc.;

      2) : That the Board of Directors duly adopted resolutions proposing to amend the Amended and Restated Certificate of Incorporation of
this corporation, declaring said amendment to be advisable and in the best interests of this corporation and its stockholders, and authorizing the
appropriate officers of this corporation to solicit the consent of the stockholders therefor;

       3) That the Board of Directors of the Corporation directed that such amendment be submitted to the stockholders of the Corporation for
their consent and approval and, in lieu of a meeting and vote of stockholders, the stockholders have given written consent to said amendment in
accordance with the provisions of Section 228 of the Delaware General Corporation Law (the ― DGCL ‖).

     4) That said amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the DGCL; which resolutions
and consent setting forth the proposed amendment and restatement is as follows:

     RESOLVED , that the Amended and Restated Certificate of Incorporation of this corporation be amended to delete the number
―5,364,496‖ appearing in Section B.5E of Article Fourth thereof and replacing such number with ―6,614,496‖.

     [ The remainder of this page is intentionally left blank. Signature page follows. ]
      IN WITNESS WHEREOF, this Amendment to Amended and Restated Certificate of Incorporation has been executed by the undersigned
this 15th day of April, 2008.

                                                                              KAYAK SOFTWARE CORPORATION

                                                                              /s/ Daniel Stephen Hafner
                                                                              Name: Daniel Stephen Hafner
                                                                              Title: President
                                                                                                                                       Exhibit 3.3

                                                         SECOND AMENDMENT TO

                                                       AMENDED AND RESTATED
                                                    CERTIFICATE OF INCORPORATION

                                                                       OF

                                                    KAYAK SOFTWARE CORPORATION

                                                        (Pursuant to Sections 242 of the
                                               General Corporation Law of the State of Delaware)

      Kayak Software Corporation, a corporation organized and existing under and by virtue of the provisions of the Genera) Corporation Law
of the State of Delaware (the ―General Corporation Law‖),

     DOES HEREBY CERTIFY :

     1) : That the name of this corporation is Kayak Software Corporation, and that this corporation was originally incorporated pursuant to
the General Corporation Law on January 14, 2004 under the name Travel Search Company, Inc.;

      2) : That the Board of Directors duly adopted resolutions proposing to amend the Amended and Restated Certificate of Incorporation of
this corporation, declaring said amendment to be advisable and in the best interests of this corporation and its stockholders, and authorizing the
appropriate officers of this corporation to solicit the consent of the stockholders therefor;

       3) That the Board of Directors of the Corporation directed that such amendment be submitted to the stockholders of the Corporation for
their consent and approval and, in lieu of a meeting and vote of stockholders, the stockholders have given written consent to said amendment in
accordance with the provisions of Section 228 of the Delaware General Corporation Law (the ― DGCL ‖).

     4) That said amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the DGCL; which resolutions
and consent setting forth the proposed amendment and restatement is as follows:

     RESOLVED , that the Amended and Restated Certificate of Incorporation of this corporation be amended to delete the number
―6,614,496‖ appearing in Section B.5E of Article Fourth thereof and replacing such number with ―7,814,496‖.

                                [ The remainder of this page is intentionally left blank Signature page follows .]
      IN WITNESS WHEREOF, this Amendment to Amended and Restated Certificate of Incorporation has been executed by the undersigned
this 16th day of October, 2008.

                                                                              KAYAK SOFTWARE CORPORATION

                                                                              /s/ Daniel Stephen Hafner
                                                                              Name: Daniel Stephen Hafner
                                                                              Title: President
                                                                                                                                     Exhibit 3.4

                                                          THIRD AMENDMENT TO

                                                      AMENDED AND RESTATED
                                                   CERTIFICATE OF INCORPORATION

                                                                      OF

                                                   KAYAK SOFTWARE CORPORATION

                                                       (Pursuant to Sections 242 of the
                                              General Corporation Law of the State of Delaware)

Kayak Software Corporation, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the
State of Delaware (the ―General Corporation Law‖),

DOES HEREBY CERTIFY:

1) : That the name of this corporation is Kayak Software Corporation, and that this corporation was originally incorporated pursuant to the
General Corporation Law on January 14, 2004 under the name Travel Search Company, Inc.;

2) : That the Board of Directors duly adopted resolutions proposing to amend the Amended and Restated Certificate of Incorporation of this
corporation, declaring said amendment to be advisable and in the best interests of this corporation and its stockholders, and authorizing the
appropriate officers of this corporation to solicit the consent of the stockholders therefor;

       3) That the Board of Directors of the Corporation directed that such amendment be submitted to the stockholders of the Corporation for
their consent and approval and, in lieu of a meeting and vote of stockholders, the stockholders have given written consent to said amendment in
accordance with the provisions of Section 228 of the Delaware General Corporation Law (the ― DGCL ‖).

4) That said amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the DGCL; which resolutions and
consent setting forth the proposed amendment and restatement is as follows:

RESOLVED , that the Amended and Restated Certificate of Incorporation of this corporation be amended to delete the number ―7,814,496‖
appearing in Section B.5E of Article Fourth thereof and replacing such number with ―8,214,496‖.

IN WITNESS WHEREOF, this Amendment to Amended and Restated Certificate of Incorporation has been executed by the undersigned this
22nd day of July, 2009.

                                                                                       KAYAK SOFTWARE CORPORATION

                                                                                       /s/ Daniel Stephen Hafner
                                                                                       Name: Daniel Stephen Hafner
                                                                                       Title: President
                                                                                                                                       Exhibit 3.5

                                                         FOURTH AMENDMENT TO

                                                       AMENDED AND RESTATED
                                                    CERTIFICATE OF INCORPORATION

                                                                       OF

                                                    KAYAK SOFTWARE CORPORATION

                                                        (Pursuant to Sections 242 of the
                                               General Corporation Law of the State of Delaware)

      Kayak Software Corporation, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law
of the State of Delaware (the ―General Corporation Law‖),

     DOES HEREBY CERTIFY:

     1) : That the name of this corporation is Kayak Software Corporation, and that this corporation was originally incorporated pursuant to
the General Corporation Law on January 14, 2004 under the name Travel Search Company, Inc.;

      2) : That the Board of Directors duly adopted resolutions proposing to amend the Amended and Restated Certificate of Incorporation of
this corporation, declaring said amendment to be advisable and in the best interests of this corporation and its stockholders, and authorizing the
appropriate officers of this corporation to solicit the consent of the stockholders therefor;

       3) That the Board of Directors of the Corporation directed that such amendment be submitted to the stockholders of the Corporation for
their consent and approval and, in lieu of a meeting and vote of stockholders, the stockholders have given written consent to said amendment in
accordance with the provisions of Section 228 of the Delaware General Corporation Law (the ― DGCL ‖).

     4) That said amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the DGCL; which resolutions
and consent setting forth the proposed amendment and restatement is as follows:

     RESOLVED , that the Amended and Restated Certificate of Incorporation of this corporation be amended to delete the number
―40,000,000‖ appearing in the first paragraph of Article Fourth thereof and replacing such number with ―45,000,000‖.

     RESOLVED , that the Amended and Restated Certificate of Incorporation of this corporation be amended to delete the number
―8,214,496‖ appearing in Section B.5E of Article Fourth thereof and replacing such number with ―10,000,000‖.

                                [ The remainder of this page is intentionally left blank. Signature page follows .]
      IN WITNESS WHEREOF, this Amendment to Amended and Restated Certificate of Incorporation has been executed by the undersigned
this 19th day of January, 2010.

                                                                              KAYAK SOFTWARE CORPORATION

                                                                              /s/ Daniel Stephen Hafner
                                                                              Name: Daniel Stephen Hafner
                                                                              Title: President
                                                            STATE OF DELAWARE

                                                   WAIVER OF REQUIREMENT
                                          FOR AFFIDAVIT OF EXTRAORDINARY CONDITION

It appears to the Secretary of State that an earlier effort to deliver this instrument and tender such taxes and fess was made in good faith on the
file date stamped hereto. The Secretary of State has determined that an extraordinary condition (as reflected in the records of the Secretary of
State) existed at such date and time and that such earlier effort was unsuccessful as a result of the existence of such extraordinary condition,
and that such actual delivery and tender were made within a reasonable period (not to exceed two business days) after the cessation of such
extraordinary condition and establishes such date and time as the filing date of such instrument.

                                                                                Jeffrey W. Bullock
                                                                                Jeffrey W. Bullock
                                                                                Secretary of State
                                                                                                                                       Exhibit 3.6

                                                           FIFTH AMENDMENT TO

                                                       AMENDED AND RESTATED
                                                    CERTIFICATE OF INCORPORATION

                                                                       OF

                                                    KAYAK SOFTWARE CORPORATION

                                                        (Pursuant to Sections 242 of the
                                               General Corporation Law of the State of Delaware)

      Kayak Software Corporation, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law
of the State of Delaware (the ―General Corporation Law‖),

     DOES HEREBY CERTIFY:

     1) : That the name of this corporation is Kayak Software Corporation, and that this corporation was originally incorporated pursuant to
the General Corporation Law on January 14, 2004 under the name Travel Search Company, Inc.;

      2) : That the Board of Directors duly adopted resolutions proposing to amend the Amended and Restated Certificate of Incorporation of
this corporation, declaring said amendment to be advisable and in the best interests of this corporation and its stockholders, and authorizing the
appropriate officers of this corporation to solicit the consent of the stockholders therefor;

       3) That the Board of Directors of the Corporation directed that such amendment be submitted to the stockholders of the Corporation for
their consent and approval and, in lieu of a meeting and vote of stockholders, the stockholders have given written consent to said amendment in
accordance with the provisions of Section 228 of the Delaware General Corporation Law (the ― DGCL ‖).

     4) That said amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the DGCL; which resolutions
and consent setting forth the proposed amendment and restatement is as follows:

     RESOLVED , that the Amended and Restated Certificate of Incorporation of this Corporation be amended to delete the number
―10,000,000‖ appearing in Section B.5E of Article Fourth thereof and replacing such number with ―12,000,000‖.

                                [ The remainder of his page is intentionally left blank. Signature page follows .]
      IN WITNESS WHEREOF. this Amendment to Amended and Restated Certificate of incorporation has been executed by the undersigned
this 1st day of October , 2010.

                                                                              KAYAK SOFTWARE CORPORATION

                                                                              /s/ Daniel Stephen Hafner
                                                                              Name: Daniel Stephen Hafner
                                                                              Title: President
                                                                                                                                    Exhibit 3.8

                                                     AMENDED AND RESTATED
                                                            BY-LAWS
                                                               OF
                                                  KAYAK SOFTWARE CORPORATION

                                                                  ARTICLE I

                                                                    Offices

      Registered Offices; Other Offices . Kayak Software Corporation (the Corporation shall at all times maintain a registered office within the
State of Delaware. The Corporation may have such other offices, either within or outside of the State of Delaware, as the business of the
Corporation may require from time to time.


                                                                 ARTICLE II

                                                                 Stockholders

       SECTION 2.1. Annual Meeting . An annual meeting of the stockholders shall be held on the first Tuesday of May of each year, or on
such other date as may be determined by resolution of the Board of Directors of the Corporation (the ―Board of Directors‖); provided, however,
that if in any year such date is a legal holiday, such meeting shall be held on the next succeeding business day. At each annual meeting, the
stockholders shall elect directors to hold office for the term provided in Section 3.1 of these By-laws.

     SECTION 2.2. Special Meeting . A special meeting of the stockholders may be called by the President of the Corporation, the Board of
Directors, or by such other officers or persons as the Board of Directors may designate. In addition, unless otherwise required by the laws of
the State of Delaware, any Series A Director or Series C Director (as such terms are defined in the Certificate of Incorporation of the
Corporation) may call a special meeting of the stockholders.

      SECTION 2.3. Place of Stockholders Meetings . The Board of Directors may designate any place, either within or without the State of
Delaware, as the place of meeting for any annual meeting or for any special meeting. If no such place is designated by the Board of Directors,
the place of meeting will be the principal business office of the Corporation. Notwithstanding the foregoing, the Board of Directors may, in its
sole discretion, determine that the meeting shall not be held in any place, but may instead be held solely by means of electronic or telephonic
communication, upon such guidelines as the Board of Directors shall determine; provided however that such-guidelines are consistent with
Section 211 of the General Corporation Law of the State of Delaware, as the same may be from time to time amended.
      SECTION 2.4. Notice of Meetings . (a) Unless waived as herein provided, whenever stockholders are required or permitted to take any
action at a meeting, notice of the meeting shall be given in writing or by electronic transmission stating the place if any, date and hour of the
meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote
at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Such written or electronic notice
shall be given not less than ten (10) days nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at the
meeting or in the event of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of all or substantially all of the
Corporation‘s property, business or assets not less than twenty (20) days before the date of the meeting. If mailed, notice is given when
deposited in the United States mail, postage prepaid, directed to the stockholder at the stockholder‘s address as it appears on the records of the
Corporation. If notice is given by facsimile transmission, notice is deemed to be given when directed to a number at which the stockholder has
consented to receive notice. If notice is given by electronic mail, notice is deemed to be given when directed to an electronic mail address at
which the stockholder has consented to receive notice or if notice is given by posting on an electronic network together with separate notice to
the stockholder of such specific posting notice is deemed to be given upon the later of (a) such posting arid (b) the giving of such separate
notice. If notice is given by any other means of electronic transmission, notice is deemed to be given when directed to the stockholder.

       (b) Notwithstanding the foregoing, notice given to stockholders by e-mail, facsimile or other electronic transmission shall be effective
provided that notice is given by a form of e-mail, facsimile or other electronic transmission consented to by the stockholders to whom the
notice is given. Any such consent is revocable by the stockholder by written notice to the Corporation. Consent shall be deemed to be given by
any stockholder that provides an e-mail, facsimile or other electronic transmission address to the Corporation. Any such consent shall be
deemed to be revoked if (i) the Corporation is unable to deliver two consecutive notices by e-mail, facsimile or electronic transmission and
(ii) such inability becomes known to the corporate secretary, any assistant secretary or the transfer agent or such other person responsible for
giving notice, provided however that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other
action.

      (c) When a meeting is adjourned to another time or place, if any, in accordance with Section 2.5 of these By-laws, notice need not be
given of the adjourned meeting if the time and place, if any, and the means of remote communication, if any, by which stockholders and proxy
holders may be deemed to be present in person and voting at such adjourned meeting are announced at the meeting in which the adjournment is
taken. At the adjourned meeting, the Corporation may conduct any business which might have been transacted at the original meeting. If the
adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

     SECTION 2.5. Quorum and Adjourned Meetings . Unless otherwise provided by law or the Corporation‘s Certificate of Incorporation, a
majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders. Unless
otherwise provided by law or the Corporation‘s Certificate of Incorporation, if less than a majority of the shares entitled to vote at a meeting of
stockholders is present in person or represented by proxy at such meeting, a majority of the shares so represented may adjourn the meeting
from time to time without further notice. At any adjourned meeting at which a quorum is present, any business may be transacted which might
have been transacted at the original meeting. The stockholders present at a meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of such number of stockholders as may leave less than a quorum.

       SECTION 2.6. Fixing of Record Date . (a) For the purpose of determining stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice-is
given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned meeting.

       (b) For the purpose of determining stockholders entitled to consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is established by
the Board of Directors, and which date shall not be more than ten (10) days after the date on which the resolution fixing the record date is
adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by law, shall be
the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery
to its registered office in the State of Delaware, its principal office, or an officer or agent of the Corporation having custody of the book in
which the proceedings of meetings of stockholders are recorded. Delivery to the Corporation‘s registered office shall be by hand or by certified
or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of
Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting
shall be the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

      (c) For the purpose of determining the stockholders entitled to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect to any change, conversion or exchange of stock, or for the purpose of any
other lawful action, the Board of Directors may fix the record date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed,
the record date for determining the stockholders for any such purpose shall be the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.

       SECTION 2.7. Voting List . The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten
(10) days before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Unless otherwise required by
law, the Corporation shall not be required to include electronic mail or other electronic contact information in such list of stockholders. Such
list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten (10) days prior to the meeting, (i) on a reasonably accessible electronic network, provided that the information required to gain
access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours at the principal place of business of the
Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take
reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then
the list shall be produced and kept at the place of the meeting during the whole time thereof, and may be inspected by any stockholder that is
present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any
stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such
list shall be provided with the notice of the meeting.

       SECTION 2.8. Voting . Unless otherwise provided by the Certificate of Incorporation, (i) each stockholder shall be entitled to one vote
for each share of capital stock held by each stockholder, (ii) in all, matters other than the election of directors, the affirmative vote of the
majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the
stockholders, and (iii) directors shall be elected by plurality of the votes of the shares present in person or represented by a proxy at the meeting
entitled to vote on the election of directors.

       SECTION 2.9. Proxies . Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action
in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon
after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may remain
irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.

      SECTION 2.10. Ratification of Acts of Directors and Officers . Except as otherwise provided by law or by the Certificate of
Incorporation of the Corporation, any transaction or contract or act of the Corporation or of the directors or the officers of the Corporation may
be ratified by the affirmative vote of the holders of the number of shares which would have been necessary to approve such transaction,
contract or act at a meeting of stockholders, or by the written consent of stockholders in lieu of a meeting.
      SECTION 2.11. Informal Action of Stockholders . (a) Any action required to be taken at any annual or special meeting of stockholders of
the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not consented in writing. In the event that the action which is
consented to is such as would have required the filing of a certificate with any governmental body, if such action had been voted on by
stockholders at a meeting thereof, the certificate filed shall state, in lieu of any statement required by law concerning any vote of stockholders,
that written consent has been given in accordance with the provisions of Section 228 of the Delaware General Corporation Law, and that
written notice has been given as provided in such section.

      (b) A telegram, cablegram, facsimile or other electronic transmission consenting to an action to be taken and transmitted by a stockholder
or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated
for the purposes of this section, provided that any such telegram, cablegram, facsimile, or other electronic transmission sets forth or is delivered
with information from which the corporation can determine (i) that the telegram, cablegram, facsimile or other electronic transmission was
transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (ii) the date
on which such stockholder or proxy holder or authorized person or persons transmitted such telegram, cablegram, facsimile or electronic
transmission. The date on which such telegram, cablegram, facsimile or electronic transmission is transmitted shall be deemed to be the date on
which such consent was signed. No consent given by telegram, cablegram, facsimile or other electronic transmission shall be deemed to have
been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its
registered office, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to a corporation‘s registered office shall be made by hand or by certified or registered
mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram, facsimile or other
electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the
corporation having custody of the book in which proceedings of meetings of stockholders are recorded, if, to the extent and in the manner
provided by resolution of the Board of Directors.

     (c) Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for
any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete
reproduction of the entire original writing.

      SECTION 2.12. Organization . Such person as the Board of Directors may designate or, in the absence of such a designation, the
President of the Corporation or, in his or her absence,
such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to
order any meeting of the stockholders and act as chairman of such meeting. In the absence of the Secretary of the Corporation, the chairman of
the meeting shall appoint a person to serve as secretary at the meeting.


                                                                  ARTICLE III

                                                                 DIRECTORS

      SECTION 3.1. Number and Tenure of Directors . The number of directors shall be determined in the manner provided in the Certificate
of Incorporation. Each director shall hold office until the next annual meeting of stockholders such and director‘s successor is elected and
qualified or until such director‘s earlier death, resignation or removal. Any director may resign at any time upon written notice to the
Corporation. Such notice may be given either in writing or by means of electronic transmission.

      SECTION 3.2. Election of Directors . Directors shall be elected at the annual meeting of stockholders, except as provided in Section 3.9
of these By-laws, in the manner provided in the Certificate of Incorporation.

      SECTION 3.3. Regular Meetings . Regular meetings of the Board of Directors may be held without notice at such time and in such place
as shall from time to time be determined by the Board or the Board may determine that the meeting shall not be held in any place, but by means
of remote communication.

      SECTION 3.4. Annual Meetings . The first meeting of each newly elected Board of Directors shall be held immediately following the
adjournment of the annual meeting of stockholders at the same place as such annual meeting, and no notice of such meeting shall be necessary
to the newly elected directors in order to legally constitute the meeting, provided that a quorum shall be present. In the event that such meeting
is not held at the time and place, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided
for special meetings of the Board of Directors, or as shall be specified in a written waiver of notice signed by all of the directors.

      SECTION 3.5. Special Meetings . Special meetings of the Board of Directors may be called by or at the request of the Chairman of the
Board, a majority of the number of directors constituting the whole board or, unless otherwise required by the laws of the State of Delaware,
any Series A Director or Series C Director. The person or persons authorized to call special meetings of the Board of Directors may fix any
place, either within or without the State of Delaware, as the place for holding any special meeting of the Board of Directors called by them, or
such person or persons may determine that the meeting shall not be held in any place, but by means of remote communication, provided
however, that no special meeting of the Board of Directors may be held by means of remote communication if the Board of Directors does not
permit regular meetings of the Board of Directors to be held by means of remote communication.
      SECTION 3.6. Notice of Special Meetings of the Board of Directors . Notice of any special meeting of the Board of Directors shall be
given at least two (2) days prior to the special meeting either in writing or by electronic transmission to each director at his or her address. If
mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with first-class postage thereon
prepaid. If sent by e-mail or other electronic transmission, such notice shall be deemed to be given upon direction to the e-mail or other
electronic address of record of the director. If sent by any other means (including facsimile, courier, or express mail, or the like) such notice
shall be deemed to be delivered when actually delivered to the home or business address of the director.

      SECTION 3.7. Quorum . A majority of the total number of directors fixed by these By-laws, or in the absence of a By-Law which fixes
the number of directors, the number stated in the Certificate of Incorporation or named by the incorporators, shall constitute a quorum for the
transaction of business. If less than a majority of the directors are present at a meeting of the Board of Directors, a majority of the directors
present may adjourn the meeting from time to time without further notice.

     SECTION 3.8. Voting . The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the
Board of Directors, unless the Delaware General Corporation Law or the Certificate of Incorporation requires a vote of a greater number.

      SECTION 3.9. Vacancies . Any vacancies or newly created directorships in the Board of Directors shall be filled in the manner provided
in the Certificate of Incorporation.

     SECTION 3.10. Removal of Directors . Except as required by the laws of the State of Delaware, a director, or the entire Board of
Directors, may be removed in the manner provided in the Certificate of Incorporation.

       SECTION 3.11. Informal Action of Directors . Unless otherwise restricted by the Certificate of Incorporation or these By-laws, any
action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting
if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the
writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee.
Such filings shall be in paper form if the minutes are maintained in paper form and in electronic form if the minutes are maintained in
electronic form.

      SECTION 3.12. Participation by Conference Telephone . Members of the Board of Directors, or any committee designated by such
board, may participate in a meeting of the Board of Directors, or committee thereof, by means of conference telephone or other
communications equipment as long as all persons participating in the meeting can speak with and hear each other, and participation by a
director pursuant to this Section 3.12 shall constitute presence in person at such meeting.
                                                                 ARTICLE IV

                                                            WAIVER OF NOTICE

      SECTION 4.1. Written Waiver of Notice . A written waiver of any required notice, signed by the person entitled to notice, or a waiver by
electronic transmission by the person entitled to notice, whether before or after the date stated therein, shall be deemed equivalent to notice.
Neither the business to be transacted at, nor the purpose of, any regular or special meeting of stockholders, directors or members of a
committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission.

     SECTION 4.2. Attendance as Waiver of Notice . Attendance of a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting, and objects at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or convened.


                                                                 ARTICLE V

                                                                COMMITTEES

      SECTION 5. General Provisions . The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or
more committees, each committee to consist of one or more of the directors of the Corporation. The Series A Directors may serve on any
committee designated by the Board, including, without limitation, any compensation or audit committee. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the
absence or disqualification of a member at any meeting of a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in
the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management
of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease, or exchange of all or substantially all of the Corporation‘s property
and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-laws of the
Corporation; and, unless the resolution so provides, no such committee shall have the power or authority to declare a dividend, to authorize the
issuance of stock or to adopt a certificate of ownership and merger, pursuant to Section 253 of the Delaware General Corporation Law. Any
member of any committee appointed by the Board of Directors or
the entire membership of such committee, may be removed, with or without cause, by the vote of a majority of the Board of Directors.


                                                                  ARTICLE VI

                                                                   OFFICERS

      SECTION 6.1. General Provisions . The Board of Directors shall elect a President, a Secretary and a Treasurer of the Corporation. The
Board of Directors may also elect a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries and Assistant
Treasurers and such additional officers as the Board of Directors may deem necessary or appropriate from time to time. Any two or more
offices may be held by the same person. The officers elected by the Board of Directors shall have such duties as are hereafter described and
such additional duties as the Board of Directors may from time to time prescribe.

      SECTION 6.2. Election and Term of Office . The officers of the Corporation shall be elected annually by the Board of Directors at the
regular meeting of the Board of Directors held after each annual meeting of the stockholders. If the election of officers is not held at such
meeting, such election shall be held as soon thereafter as may be convenient. New offices of the Corporation may be created and filled and
vacancies in offices may be filled at any time, at a meeting or by the written consent of the Board of Directors. Unless removed pursuant to
Section 6.3 of these By-laws, each officer shall hold office until his successor has been duly elected and qualified, or until his earlier death or
resignation. Election or appointment of an officer or agent shall not of itself create contract rights.

     SECTION 6.3. Removal of Officers . Any officer or agent elected or appointed by the Board of Directors may be removed by the Board
of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person(s) so removed.

      SECTION 6.4. The Chief Executive Officer . The Chief Executive Officer, if one is chosen, shall be the principal executive officer of the
Corporation and shall in general supervise and control all of the business and affairs of the Corporation, unless otherwise provided by the
Board of Directors. If the Board of Directors has not elected a Chairman from among its members, the Chief Executive Officer shall preside at
all meetings of the stockholders and of the Board of Directors. The Chief Executive Officer shall see that orders and resolutions of the Board of
Directors are carried into effect. The Chief Executive Officer may sign bonds, mortgages, certificates for shares and all other contracts and
documents whether or not under the seal of the Corporation except in cases where the signing and execution thereof shall be expressly
delegated by law, by the Board of Directors or by these By-laws to some other officer or agent of the Corporation. The Chief Executive Officer
shall have general powers of supervision and shall be the final arbiter of all differences between officers of the Corporation and his decision as
to any matter affecting the Corporation shall be final and binding as between the officers of the Corporation subject only to the Board of
Directors.
      SECTION 6.5. The President . The President shall be the chief operating officer of the Corporation and as such shall have the active
management of the business of the Corporation under the general supervision of the Chief Executive Officer. The President shall have
concurrent power with the Chief Executive Officer to sign bonds, mortgages, certificates for shares and other contracts and documents, whether
or not under the seal of the Corporation except in cases where the signing and execution thereof shall be expressly delegated by law, by the
Board of Directors, or by these By-laws to some other officer or agent of the Corporation. In general, the President shall perform all duties
incident to the office of president and such other duties as the Chief Executive Officer or the Board of Directors may from time to time
prescribe.

     SECTION 6.6. The Chairman of the Board . The Chairman of the Board, if one is chosen, shall be chosen from among the members of
the board. The Chairman of the Board shall perform such duties as may be assigned to the Chairman of the Board by the Chief Executive
Officer or by the Board of Directors.

      SECTION 6.7. The Vice President . In the absence of the President or in the event of his inability or refusal to act, the Vice President (or
in the event there be more than one Vice President, the Executive Vice President and then the other Vice President or Vice Presidents in the
order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall perform such other duties
and have such other powers as the Chief Executive Officer or the Board of Directors may from time to time prescribe.

      SECTION 6.8. The Secretary . The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and
record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall
perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of
Directors or the Chief Executive Officer, under whose supervision he shall be. The Secretary shall have custody of the corporate seal of the
Corporation and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so
affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to
any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

      SECTION 6.9. The Assistant Secretary . The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order
determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the
Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such
other duties and have such other powers as the Chief Executive Officer or the Board of Directors may from time to time prescribe.

     SECTION 6.10. The Treasurer . The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the
Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board
of Directors, the Treasurer shall give the Corporation a bond (which shall be renewed every six (6) years) in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the Corporation.

      SECTION 6.11. The Assistant Treasurer . The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order
determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the
Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such
other duties and have such other powers as the Chief Executive Officer or the Board of Directors may from time to time prescribe.

      SECTION 6.12. Duties of Officers May be Delegated . In the absence of any officer of the Corporation, or for any other reason the Board
of Directors may deem sufficient, the Board of Directors may delegate the powers or duties, or any of such powers or duties, of any officers or
officer to any other officer or to any director.

      SECTION 6.13. Compensation . The Board of Directors shall have the authority to establish reasonable compensation of all officers for
services to the Corporation.


                                                                  ARTICLE VII

                                                        CERTIFICATES FOR SHARES

       SECTION 7.1. Certificates of Shares . The shares of the Corporation shall be represented by certificates, provided that the Board of
Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be
uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the
Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and
upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the Corporation by the
Chairman of the Board of Directors, the Chief Executive Officer, the President or any Vice President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation representing the number of shares registered in certificate form. Any or
all the signatures on the certificate may be a facsimile.
       SECTION 7.2. Signatures of Former Officer, Transfer Agent or Registrar . In case any officer, transfer agent, or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect as if such person or entity were such officer, transfer agent or
registrar at the date of issue.

       SECTION 7.3. Transfer of Shares . Transfers of shares of the Corporation shall be made only on the books of the Corporation by the
holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney
thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of
certificate for such shares. Prior to due presentment of a certificate for shares for registration of transfer, the Corporation may treat a registered
owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise have and exercise all of the right and
powers of an owner of shares.

       SECTION 7.4. Lost, Destroyed or Stolen Certificates . Whenever a certificate representing shares of the Corporation has been lost,
destroyed or stolen, the holder thereof may file in the office of the Corporation an affidavit setting forth, to the best of his knowledge and
belief, the time, place, and circumstance of such loss, destruction or theft together with a statement of indemnity sufficient in the opinion of the
Board of Directors to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such
certificate. Thereupon the Board may cause to be issued to such person or such person‘s legal representative a new certificate or a duplicate of
the certificate alleged to have been lost, destroyed or stolen. In the exercise of its discretion, the Board of Directors may waive the
indemnification requirements provided herein.


                                                                  ARTICLE VIII

                                                                   DIVIDENDS

      SECTION 8. Dividends . The Board of Directors of the Corporation may declare and pay dividends upon the shares of the Corporation‘s
capital stock in any form determined by the Board of Directors, in the manner and upon the terms and conditions provided by law.


                                                                   ARTICLE IX

                                              CONTRACTS, LOANS, CHECKS AND DEPOSITS

      SECTION 9.1. Contracts . The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific
instances.
     SECTION 9.2. Loans . No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its
name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

      SECTION 9.3. Checks, Drafts, Etc . All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the Corporation shall be signed by one or more officers or agents of the Corporation and in such manner as shall from
time to time be determined by resolution of the Board of Directors.

     SECTION 9.4. Deposits . The funds of the Corporation may be deposited or invested in such bank account, in such investments or with
such other depositaries as determined by the Board of Directors.


                                                                ARTICLE X

                                                              AMENDMENTS

     SECTION 11. Amendments . These By-laws may be amended or repealed by the Board of Directors or by the stockholders of the
Corporation.
                                                                                                                                       Exhibit 4.2

                                                                                                                        EXECUTION VERSION

                                                FIFTH AMENDED AND RESTATED
                                          STOCK RESTRICTION AND CO-SALE AGREEMENT

       FIFTH AMENDED AND RESTATED STOCK RESTRICTION AND CO-SALE AGREEMENT made this 20th day of December, 2007
by and among (i) Kayak Software Corporation, a Delaware corporation (the “Company” ), (ii) holders of Common Stock, or options or
warrants to acquire Common Stock whose names are set forth under the heading ―Holders‖ on Schedule I hereto and each person who shall,
after the date hereof, acquire shares of Common Stock (or options or warrants to acquire Common Stock) and join in and become a party to this
Agreement by executing and delivering to the Company an Instrument of Accession in the form of Schedule II hereto (the persons described in
this clause (ii) being referred to collectively as the “Holders” and singularly as a “Holder” ) and (iii) those persons whose names are set forth
under the heading ―Investors‖ on Schedule I hereto (the persons described in this clause (iii) being referred to collectively as the “Investors” ).
The Holders and Investors are collectively referred to herein as the “Stockholders” .


                                                                 WITNESSETH:

      WHEREAS, the Holders currently own shares of the Company‘s Common Stock, par value $.00l per share (the “Common Stock” ) and
the Purchaser Warrants (as defined below); and

      WHEREAS, certain of the Investors have heretofore purchased from the Company an aggregate of (i) six million six hundred thousand
(6,600,000) shares of the Company‘s Series A Convertible Preferred Stock, par value $.001 per share (the “Series A Stock” ), (ii) one million
one hundred seventy six thousand fifty one (1,176,051) shares of the Company‘s Series A-1 Convertible Preferred Stock, par value $.001 per
share (the “Series A-1 Stock” , and collectively with the Series A Stock, the “Series A Preferred Stock” ), (iii) four million nine hundred
eighty nine thousand three hundred eight (4,989,308) shares of the Company‘s Series B Convertible Preferred Stock, par value $.00l per share
(the “Series B Stock” ), (iv) two million one hundred thirty eight thousand two hundred seventy five (2,138,275) shares of the Company‘s
Series B-1 Convertible Preferred Stock, par value $.001 per share (the “Series B-1 Stock” , and collectively with the Series B Stock, the
“Series B Preferred Stock” ), and three million eight hundred fifty five thousand one hundred eighty (3,855,180) shares of the Company‘s
Series C Convertible Preferred Stock, par value $.00l per share (the “Series C Stock” );

     WHEREAS, certain of the Investors have heretofore entered into a Fourth Amended and Restated Stock Restriction and Co-Sale
Agreement, dated as of May 22, 2006 (together with all exhibits thereto, the “Prior Agreement” ), in connection with a certain Series C
Convertible Stock Purchase Agreement dated as of May 22, 2006, by and among certain of the Investors and the Company pursuant to which
the Company issued the Series C Stock to such Investors;

     WHEREAS, the Company has agreed to issue to certain Investors up to an aggregate of eight million eight thousand eight hundred forty
two (8,008,842) shares of the Company‘s Series D Convertible Preferred Stock, par value $.001 per share (the “Series D

                                                                   Page 1 of 33
Stock” , and collectively with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Stock, the “Convertible Preferred
Stock” ), pursuant to a certain Series D Convertible Preferred Stock Purchase Agreement dated as of the date hereof, by and among certain of
the Investors and the Company (the “Purchase Agreement” ); and

             WHEREAS, the Company, the Holders and the Investors have mutually agreed to amend and restate the Prior Agreement in its
entirety.

    NOW, THEREFORE, for good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the
Company, the Holders and the Investors hereby agree to amend and restate the Prior Agreement in its entirety as follows:

      1.      Prohibited Transfers . The Holders shall not sell, assign, transfer, pledge, hypothecate, mortgage or dispose of, by gift or
otherwise, or in any way encumber, all or any part of the Shares (as hereinafter defined) owned by them except in compliance with the terms of
this Agreement. For purposes of this Agreement, the term ―Shares‖ shall mean and include all shares of Common Stock (excluding shares of
Common Stock issued upon conversion of the Convertible Preferred Stock) and the Warrants to purchase shares of Common Stock issued or
issuable pursuant to the terms of the Interactive Marketing Agreement between the Company and America Online, Inc. dated as of
November 10, 2004 (the “Purchaser Warrants” ). The Company shall not transfer on its books any Shares which are subject to this Agreement
unless the provisions hereof have been complied with in full. Any purported transfer by a Holder of Shares without full compliance with the
provisions of this Agreement shall be null and void.

      2.       Right of First Refusal on Dispositions by the Holders . If at any time any Holder wishes to sell, assign, transfer or otherwise
dispose of any or all Shares owned by such Holder pursuant to the terms of a bona fide offer received from a third party, such Holder shall
submit a written offer to sell such Shares to the Company and the Investors on terms and conditions, including price, not less favorable to the
Company and the Investors than those on which such Holder proposes to sell such Shares to such third party (the “Offer” ). The Offer shall
disclose the identity of the proposed purchaser or transferee, the Shares proposed to be sold or transferred (the “Offered Shares” ), the agreed
terms of the sale or transfer, including price, and any other material facts relating to the sale or transfer. The Investors shall, subject to the first
sentence of Section 3, have the right to purchase, on the same terms and conditions set forth in the Offer, that portion of the Offered Shares to
be determined in the manner set forth herein. Each Investor shall have the right to purchase up to that number of Offered Shares as shall be
equal to the aggregate Offered Shares multiplied by a fraction, the numerator of which is the number of shares of Common Stock issued or
issuable to such Investor upon the conversion of all shares of Convertible Preferred Stock held by such Investor together with the number of
shares of Common Stock actually issued upon the exercise of Purchaser Warrants and held by such Investor (the “Conversion Shares” ) and
the denominator of which is the aggregate number of Conversion Shares held by all Investors. The number of Offered Shares each Investor or
Qualified Transferee, as that term is defined below, is entitled to purchase under this Section 2 shall be referred to as such Investor‘s ―Pro Rata
Fraction.‖ Each Investor shall have the right to transfer its right to any Pro Rata Fraction or part thereof to any Qualified Transferee (as defined
below). In the event an Investor does not wish to purchase or to transfer its right to purchase its Pro Rata Fraction, then any Investors who so
elect shall have the right to purchase, on a pro rata

                                                                     Page 2 of 33
basis with any other Investors who so elect, any Pro Rata Fraction not purchased by an Investor or Qualified Transferee. Each Investor shall act
upon the Offer as soon as practicable after receipt of the Offer, and in all events within fifteen (15) days after receipt of the Offer. Each Investor
shall have the right to accept the Offer as to all or part of the Offered Shares. In the event that an Investor shall elect to purchase all or part of
the Offered Shares covered by the Offer, said Investor shall individually communicate in writing such election to purchase to whichever of the
Holders has made the Offer, which communication shall be delivered in accordance with Section 8 below and shall, when taken in conjunction
with the Offer be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of the Offered Shares
covered thereby.

      If the Investors do not exercise their right to purchase all of the Offered Shares from a Holder within said fifteen-day period, such Holder
shall promptly notify the Company in writing (the “Company Notice” ) as to the number of Offered Shares which the Investors shall not have
agreed to purchase (the “Remaining Shares” ). Subject to the approval of the holders of at least fifty eight percent (58%) of the votes
attributable to all outstanding shares of Convertible Preferred Stock (voting as a separate class on an as-converted to Common Stock basis) (the
“Requisite Investors” ), the Company shall have the right to purchase all of the Remaining Shares on the same terms and conditions as set
forth in the Offer. If the Company elects to purchase any Remaining Shares, it shall notify the Holder within fifteen days after receipt of the
Company Notice (the “Final Date” ).

       For purposes of this Section 2, a ―Qualified Transferee‖ of an Investor shall mean any person (i) who is an Investor, (ii) who is an
―affiliated person‖ of an Investor, as that term is defined in the Investment Company Act of 1940, (iii) who is a partner of an Investor, or
(iv) who previously acquired at least 250,000 shares of Convertible Preferred Stock (as adjusted for stock splits, stock dividends,
reclassifications, recapitalizations or other similar events).

      3.        Right of Participation in Sales by Holders . In the event that the Investors and the Company do not exercise their rights under
Section 2 with respect to all of the Offered Shares, the transferring Holder may, subject to the provisions of this Section 3, sell, assign, transfer
or otherwise dispose of all of the Offered Shares to the third party named in the Offer (the “Purchaser” ). Before any such sale, assignment,
transfer or other disposition, each Investor shall have the right to require, as a condition to such sale or disposition, that the Purchaser purchase
from said Investor at the same price per Share (which shall be calculated on a Common Stock equivalent basis if the Stock (as defined in
Section 5) to be sold by an Investor is of a different class or series of stock from that of the Shares) and on the same terms and conditions as
involved in such sale or disposition by the Holder up to a number of shares of Stock as is equal to the product of (x) the number of Shares
proposed to be sold by the Holder, times (y) a fraction, the numerator of which is the number of Conversion Shares held by such Investor and
the denominator of which is the aggregate number of Conversion Shares held by all Investors electing to participate in the sale pursuant to this
Section 3 plus the number of shares of Stock owned by the selling Holder (calculated on an as-converted to Common Stock basis). Each
Investor wishing so to participate in any such sale or disposition shall notify the selling Holder of such intention as soon as practicable after
receipt of the Offer made pursuant to Section 2, and in all events within fifteen (15) days after receipt of the Investor Notice. In the event that
an

                                                                    Page 3 of 33
Investor shall elect to participate in such sale or disposition, said Investor shall individually communicate such election to the selling Holder,
which communication shall be delivered in accordance with Section 8 below. The Holder and/or each participating Investor shall sell to the
Purchaser all, or at the option of the Purchaser, any part of the Stock proposed to be sold by them at not less than the price and upon other terms
and conditions, if any, not more favorable to the Purchaser than those originally offered; provided, however , that any purchase of less than all
of such Stock by the Purchaser shall be made from the Holder and/or each participating Investor pro rata based on the number of shares such
Holder and/or Investors would otherwise be entitled to sell to such Purchaser pursuant to this Section 3. The selling Holder or Investor shall use
his or its reasonable best efforts to obtain the agreement of the Purchaser to the participation of the participating Investors in the contemplated
sale, and shall not sell any Stock to such Purchaser if such Purchaser declines to permit the participating Investors to participate pursuant to the
terms of this Section 3. The provisions of this Section 3 shall not apply to the sale of any Shares by a Holder to an Investor pursuant to an Offer
under Section 2.

     4.       Permitted Transfers .
       (i)    Anything herein to the contrary notwithstanding, the provisions of Sections 1, 2 and 3 shall not apply to: (a) any transfer of Shares
by a Holder by gift or bequest or through inheritance to, or for the benefit of, any member or members of his or her immediate family (which
shall include any spouse, children or grandchildren) or to a trust, partnership or limited liability company for the benefit of such Holder or such
members of his or her immediate family; (b) any transfer of Shares by a Holder to a trust in respect of which he or she serves as trustee,
provided that the trust instrument governing said trust shall provide that such Holder, as trustee, shall retain sole and exclusive control over the
voting and disposition of said Shares until the termination of this Agreement; (c) any sale of Common Stock in a public offering pursuant to a
registration statement filed by the Company with the Securities and Exchange Commission; (d) any repurchase of shares of Common Stock by
the Company from officers, employees, directors or consultants of the Company which are subject to restrictive stock purchase agreements
under which the Company has the option to repurchase such shares at cost (or a lesser amount) upon the occurrence of certain events; and
(e) any repurchase of Shares by the Company pursuant to the Restricted Stock Agreement, dated as of March 2, 2004, by and between the
Company and Daniel Stephen Hafner, and the Restricted Stock Agreement, dated as of March 2, 2004, by and between the Company and Paul
English (collectively, the “Founder Stock Agreements” ).

     (ii)     In the event of any such transfer, other than pursuant to subsections (i)(c), (d) and (e) of this Section 4, the transferee of the
Shares shall hold the Shares so acquired with all the rights conferred by, and subject to all the restrictions imposed by, this Agreement, and as a
condition to such transfer, each such transferee shall execute and deliver an Instrument of Accession in the form of Schedule II agreeing to be
bound by the provisions of this Agreement.

     5.        Election of Directors .
    (a)      Board Designation Rights; Initial Members . Each Stockholder hereby agrees to vote all of the Stock of the Company now
owned or hereafter acquired by such party (and attend,

                                                                   Page 4 of 33
in person or by proxy, all meetings of stockholders called for the purpose of electing directors), and agree to take all actions (including, but not
limited, to the nomination of specified persons, the execution of written consents and the calling of a stockholder meeting for the purpose of
electing such specified persons) to cause and maintain the election to the Board of Directors of the Company, to the extent permitted pursuant
to the Company‘s Amended and Restated Certificate of Incorporation, as amended from time to time (the ―Certificate of Incorporation‖), the
following:

           (i)     the then current Chief Executive Officer of the Company as one (1) of the Common Directors (as defined in the Certificate
of Incorporation), who shall initially be Daniel Stephen Hafner;

             (ii)    one (1) person designated by the holders of a majority of the outstanding shares of Common Stock, voting as a separate
class, as the other Common Director, who shall initially be Paul English;

            (iii)    two (2) persons designated by the holders of at least seventy percent (70%) of the outstanding shares of the Series A
Preferred Stock, voting as a separate class on an as-converted to Common Stock basis (the “Series A Designators” ), as the two Series A
Directors (as defined in the Certificate of Incorporation), who shall initially be Joel Cutler and Terrell Jones;

            (iv)     one (1) person designated by the holders of at least a majority of the outstanding shares of the Series C Stock, voting as a
separate class (the “Series C Designators” ), as the Series C Director (as defined in the Certificate of Incorporation), who shall initially be
Hendrik Nelis;

            (v)     for so long as Sequoia Capital Growth Fund III or one or more of its affiliates (as defined in Rule 501 of Regulation D
under the Securities Act of 1933, as amended) (―Sequoia‖) holds at least 1,000,000 shares of the Company‘s Preferred Stock (as adjusted from
time to time to reflect any stock split, stock dividend, reverse stock split or similar event affecting the Preferred Stock), one (1) person
designated by Sequoia as the Series D Director (as defined in the Certificate of Incorporation), who shall initially be Michael Moritz. In the
event Sequoia does not hold at least 1,000,000 shares of the Company‘s Preferred Stock (as adjusted from time to time to reflect any stock
split, stock dividend, reverse stock split or similar event affecting the Preferred Stock), then, in lieu of Sequoia, the holders of at least a
majority of the outstanding shares of the Series D Stock, voting as a separate class, shall be entitled to designate one (1) person as the Series D
Director. The individual, entity, or group of individuals and/or entities who has the right to designate the Series D Director pursuant this
Section 5(a)(v) shall be referred to herein as the “Series D Designator” ; and

            (vi)     one (1) person designated jointly by the Series A Designators, the Series C Designators, and the Series D Designator, each
voting as a separate series, as the Remaining Director (as defined in the Certificate of Incorporation), who shall initially be Greg Slyngstad.

                                                                   Page 5 of 33
      For the purposes of this Agreement, (x) ―Stock‖ shall mean and include all Convertible Preferred Stock and all shares of Common Stock,
and all other securities of the Company which may be exchangeable for, convertible into or issued in exchange for or in respect of shares of
Common Stock (whether by way of stock split, stock dividends, combination, reclassification, reorganization or any other means), (y) ―Board
Designee‖ shall mean any individual who is designated for election to the Company‘s Board of Directors pursuant to this Section 5; and
(z) ―Designator‖ or ―Designators‖ shall mean, as applicable, any individual, entity, or group of individuals and/or entities who has the right to
designate one (1) or more Board Designees for election to the Company‘s Board of Directors pursuant to this Section 5.

     (b)       Removal; Successor Directors . In the absence of any designation from the appropriate Designator or Designators, the Board
Designee previously designated by them and then serving shall be reelected if still eligible to serve as provided herein. From time to time
during the term of this Agreement, a Designator or Designators may, in their sole discretion:

               (i)    elect to initiate the removal from the Company‘s Board of Directors of any incumbent Board Designee who occupies a
board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 5(a), and/or

               (ii)   designate a new Board Designee for election to a board seat for which such Designator or Designators are entitled to
designate the Board Designee under Section 5(a) (whether to replace a prior Board Designee or to fill a vacancy in such board seat); provided,
however , that any new Board Designee designated by the Series A Designators, the Series C Designators and the Series D Designator for the
Remaining Director must be ratified by the holders of a majority of the outstanding shares of Common Stock, which ratification may not be
unreasonably withheld or delayed; provided further, however , no such ratification is required for any new Board Designee who has general
experience with marketing and the travel related ecommerce industry (including Greg Slyngstad).

       In the event of an initiation of removal of a Board Designee pursuant to Section 5(b)(i), the Stockholders shall vote all of the Stock of the
Company now owned or hereafter acquired by them (and attend, in person or by proxy, all meetings of stockholders called for the purpose of
electing directors),. and agree to take all actions to cause the removal from the Company‘s Board of Directors of the Board Designee or
Designees so designated for removal by the appropriate Designator or Designators; provided, however , in no event shall any party vote to
remove any Board Designee unless the appropriate Designator or Designators have so directed pursuant to Section 5(b)(i). In the event of
designation of a Board Designee pursuant to Section 5(b)(ii), the parties shall vote all of the Stock of the Company now owned or hereafter
acquired by them (and attend, in person or by proxy, all meetings of stockholders called for the purpose of electing directors), and agree to take
all actions to cause the election to the Company‘s Board of Directors of any new Board Designee or Designees so designated for election to the
Company‘s Board of Directors pursuant to Section 5(b)(ii).

      Without the consent of the Requisite Investors, the parties hereby agree that they will not take any action, by vote or otherwise, to
increase the authorized number of directors constituting the Company‘s Board of Directors to more than seven (7) directors, unless the holders
of

                                                                   Page 6 of 33
Convertible Preferred Stock are then entitled to elect, in addition to the two (2) Series A Directors described in Section 5(a)(iii) above and one
Series C Director described in Section 5(a)(iv) above, two additional Series A Directors and one additional Series C Director pursuant to
Article 4B, subparagraph 6C of the Certificate of Incorporation (the “Additional Directors” ), in which case the Company‘s Board of Directors
shall consist of no more than ten (10) members. If and for so long as the holders of Convertible Preferred Stock are entitled to elect the
Additional Directors pursuant to Article 4B, subparagraph 6C of the Certificate of Incorporation, each of the parties hereto hereby agrees to
vote all of the Stock of the Company now owned or hereafter acquired in favor of the election to the Board of Directors of two (2) persons
designated from time to time by the Series A Designators and one (1) person designated from time to time by the Series C Designators.

      (c)      Observer Rights . Oak Investment Partners XII, Limited Partnership shall be entitled to have a representative (the “Oak Board
Observer” ) attend all meetings of the Company‘s Board of Directors and all committees thereof in a nonvoting capacity (subject to the
Company‘s determination upon the advice of counsel that the Oak Board Observer‘s presence may violate attorney-client privilege or would
otherwise be excused from a meeting were the Oak Board Observer a director) and, in this respect, the Company shall give the Oak Board
Observer copies of all notices, minutes, consents and other materials that it provides to its directors. The Oak Board Observer may participate
in discussions of matters brought to the Company‘s Board of Directors. As a condition to attending such meetings and receiving such materials,
the Oak Board Observer will agree in writing to hold in confidence and trust and not use or disclose any confidential information provided to or
learned by it in connection with its rights under this paragraph as if the Oak Board Observer were a member of the Company‘s Board of
Directors.

      6.      Drag-Along Rights . If(a) a majority of the members of the Company‘s Board of Directors and (b) the Requisite Investors
approve a sale of Company or all or substantially all of Company‘s assets, whether by means of a merger, consolidation, sale of stock or assets
or otherwise (a “Sale of the Company” ), all Investors and Holders shall consent to and vote their Shares in favor of the Sale of the Company,
and if the Sale of the Company is structured as (i) a merger or consolidation of the Company, or a sale of all or substantially all of the
Company‘s assets, each Investor and Holder shall waive any dissenters‘ rights, appraisal rights or similar rights in connection with such
merger, consolidation or asset sale, or (ii) a sale of the stock of the Company, the Investors and Holders shall agree to sell their Shares on the
terms and conditions approved by (x) a majority of the members of the Company‘s Board of Directors and (y) the Requisite Investors;
provided, however, that, (A) all proceeds from such Sale of the Company shall be payable to the holders of the Company‘s Stock in accordance
with the Certificate of Incorporation, including, without limitation, Article 4B, Paragraph 3 thereof, which entitles the holders of Convertible
Preferred Stock to a liquidation preference payment and other rights set forth therein, except that, at the discretion of the Company‘s Board of
Directors, holders of shares of Common Stock that are unvested on the date that the Sale of the Company is consummated may receive, in lieu
of proceeds from the Sale of the Company and in exchange for their unvested shares of Common Stock, unvested securities or options to
acquire securities of the entity surviving the Sale of the Company on an equitable basis, (B) except as set forth in the preceding clause (A), the
terms of such Sale of the Company applicable to holders of shares

                                                                  Page 7 of 33
of each series of Convertible Preferred Stock, in their capacities as holders thereof, shall be no less favorable than the terms applicable to the
holders of all other series of Convertible Preferred Stock in their capacities as holders thereof and (C) if the Requisite Investors are given the
option to choose the form of consideration to be received in such Sale of the Company on its Stock, the obligations of a Holder or other
Investor to approve the Sale of the Company under this Section 6 shall be conditioned upon it having received the same option. Each Holder
and Investor hereby irrevocably constitutes and appoints the Company and any representative or agent thereof, with full power of substitution,
as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Holder or Investor and in the
name of such Holder or Investor or in its own name, for the purpose of carrying out the terms of this Section 6, to take any and all appropriate
action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 6.
Such Holder and Investor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.

       7.     Termination . This Agreement, and the respective rights and obligations of the parties hereto, shall terminate upon the completion
of a firm commitment underwritten public offering of Common Stock in which (a) the aggregate gross proceeds received by the Company shall
be at least $25,000,000, and (b) the per share price paid by the public for such shares shall be at least $31.09 (appropriately adjusted to reflect
any subdivision or combination of the Common Stock occurring after the date hereof) (a “Qualified Public Offering” ); provided, however,
that Sections 1 through 3 shall terminate on the earlier of (i) the completion of a Qualified Public Offering and (ii) ten (10) years after the date
hereof.

      8.      Notices . Any notices or other communication required to be sent or given hereunder by any of the parties shall in every case be
in writing and shall be deemed properly served if(a) delivered personally, (b) sent by certified U.S. Mail, with first class postage prepaid, return
receipt requested, (c) delivered by a recognized overnight courier service, with certification of receipt requested, or (d) sent by facsimile
transmission with a confirmation copy sent by overnight courier, in each case, to the parties at the addresses and telecopy numbers as set forth
below or at such other addresses or telecopy number as may be furnished in writing by any party pursuant to this Section 8 (except .that notices
of changes of address or a telecopy number shall only be effective upon receipt):

            if to the Company or any other party hereto that is also a party to the Purchase Agreement, at the address of such party set forth in
the Purchase Agreement, with a copy sent to such party‘s legal counsel designated in the Purchase Agreement, if applicable;

             if to any other party hereto as of the date of the Agreement, to such party at its address set forth on Schedule I hereto;

             if to a Holder who subsequently becomes a party to this Agreement, at its address set forth on the Instrument of Accession
pursuant to which such Holder became a party to this Agreement; and

                                                                   Page 8 of 33
             if to an Investor who subsequently becomes a party to this Agreement, at its address set forth on the Instrument of Accession
pursuant to which such Investor became a party to this Agreement.

Date of service of such notice shall be (w) the date such notice is personally delivered, (x) three (3) days after the date of mailing if sent by
certified mail, (y) two (2) days after date of delivery to the overnight courier if sent by overnight courier (as evidenced by a written receipt from
the courier), or (z) the next succeeding business day after transmission by facsimile.

       9.       Failure to Deliver Shares . If a Holder becomes obligated to sell any Shares owned by, or held for the benefit of, such Holder to
an Investor or a Qualified Transferee under this Agreement and fails to deliver such Shares in accordance with the terms of this Agreement,
such Investor may, at its option, in addition to all other remedies it may have, send to the Company for the benefit of such Holder the purchase
price for such Shares as is herein specified. Thereupon, the Company upon written notice to said Holder, (a) shall cancel on its books the
certificate(s) representing the Shares to be sold and (b) shall issue, in lieu thereof, in the name of such Investor, a new certificate(s) representing
such Shares, and thereupon all of said Holder‘s rights in and to such shares shall terminate. The Company may exercise a similar remedy in
enforcing its rights under Section 2. If a Holder transfers any Shares to a Purchaser in violation of this Agreement, the Company may, at the
election of a majority of the disinterested members of the Company‘s Board of Directors, cancel on the books of the Company any shares of
capital stock then held by such Holder, and any such breaching Holder agrees to purchase from the Purchasers and any transferee a number of
shares of capital stock equal to the amount so transferred in violation of this Agreement.

      10.       Specific Performance Proxy . The rights of the parties under this Agreement are unique and, accordingly, the parties shall, in
addition to such other remedies as may be available to any of them at law or in equity, have the right to enforce their rights hereunder by
actions for specific performance to the extent permitted by law. The voting of shares of capital stock pursuant to this Agreement may be
effected in person, by proxy, by written consent or in any other manner permitted by applicable law. Each Stockholder hereby grants to the
Secretary of the Company, in the event that such Stockholder fails to vote its shares of capital stock as required by this Agreement, a proxy
coupled with an interest in all shares of capital stock owned by such Stockholder empowering the Secretary to vote such shares as to such
matters as are set forth in Section 5 hereof, which proxy is irrevocable until this Agreement terminates pursuant to its terms or this Section 10 is
amended to remove such grant of proxy in accordance with Section 14 of this Agreement.

     11.     Legend . The certificates representing the Shares shall bear on their face a legend indicating the existence of the restrictions
imposed hereby.

     12.       Entire Agreement . This Agreement, the Founder Stock Agreements and the Purchase Agreement (including any and all
exhibits, schedules and other instruments contemplated thereby) constitute the entire agreement among the parties with respect to the subject
matter hereof and supersede all prior agreements or understandings between them or any of them as to such subject matter.

                                                                    Page 9 of 33
      13.      Waivers and Further Agreements . Except as provided in Section 14, any of the provisions of this Agreement may be waived by
an instrument in writing executed and delivered by Requisite Investors. Any waiver by any party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach of that provision or of any other provision hereof. Each of
the parties hereto agrees to execute all such further instruments and documents and to take all such further action as any other party may
reasonably require in order to effectuate the terms and purposes of this Agreement. Notwithstanding the foregoing, no waiver may treat one
Investor more adversely than any other Investor without the consent of such Investor adversely affected by such waiver.

      14.       Amendments . Except as otherwise expressly provided herein, this Agreement may not be amended except by an instrument in
writing executed by (i) the Company and (ii) the Requisite Investors. Notwithstanding the foregoing, (i) the consent of the Holders holding a
majority of the outstanding shares of Common Stock subject to this Agreement shall be required for any amendment that materially adversely
affects the rights of the Holders, (ii) no amendment may treat one Investor more adversely than any other Investor without the consent of such
Investor adversely affected by such amendment, (iii) no amendment may treat one Holder more adversely than any other Holder without the
consent of such Holder, and (iv) no amendment, waiver or modification to the rights of a Designator to appoint or remove a Board Designee
pursuant to Section 5 shall be effective without the consent of such Designator.

      15.      Assignment Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto
and their respective heirs, executors, legal representatives, successors and permitted transferees, except as may be expressly provided otherwise
herein.

      16.      Severability . In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and
such invalid, illegal and unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the
maximum extent permitted by law.

     17.      Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.

     18.      Section Headings . The headings contained in this Agreement are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Agreement.

      19.     Governing Law . This Agreement shall be construed and enforced in accordance with and governed by the laws of the General
Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed
in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of laws.

                                                                  Page 10 of 33
      20.     Additional Parties . Any purchaser of Convertible Preferred Stock pursuant to the Purchase Agreement shall become a party to
this Agreement by executing and delivering to the Company an executed Instrument of Accession in the form of Schedule II hereto. Upon such
execution and delivery, such purchaser shall be deemed to be an ―Investor‖ hereunder with all of the rights and obligations thereof. Unless
otherwise consented to by the Board of Directors, the Company shall cause each officer, director, employee, consultant or other service
provider of the Company who acquires shares of Common Stock representing greater than 1% of the fully- diluted capital stock of the
Company or options to purchase such number of shares of Common Stock, to become a party to this agreement by executing and delivering to
the Company an executed Instrument of Accession in the form of Schedule II hereto. Upon such execution and delivery, such holder shall be
deemed to be a ―Holder‖ hereunder with all of the rights and obligations thereof.

                                                         [signature pages follow]

                                                              Page 11 of 33
      IN WITNESS WHEREOF, the undersigned have executed this Fifth Amended and Restated Stock Restriction and Co-Sale Agreement as
a sealed instrument as of the day and year first above written.

COMPANY :
KAYAK SOFTWARE CORPORATION

By:      /s/ Steve Hafner
Name:             Steve Hafner
Title:                    CEO

                                       [ The remainder of this page is intentionally left blank .]

                                                Signature Page to Co-Sale Agreement
HOLDERS :

/s/ Daniel Stephen Hafner
Daniel Stephen Hafner

/s/ Paul English
Paul English

McKane 2007 Grandchildren Trust

By:           /s/ Steve Hafner
Name:          Steve Hafner
Title:
J.M. Hafner Trust

By:           /s/ Steve Hafner
Name:          Steve Hafner
Title:
Joseph A. Hafner Trust

By:            /s/ Steve Hafner
Name:           Steve Hafner
Title:
Merrill T. Hafner Trust

By:           /s/ Steve Hafner
Name:          Steve Hafner
Title:
D.S. Hafner Trust

By:            /s/ Steve Hafner
Name:           Steve Hafner
Title:
                                  Signature Page to Co-Sale Agreement
The Paul M. English 2007 Irrevocable Family Trust

By:   /s/ Paul M. English
Name: Paul M. English, Trustee

By:
Name: Jean A. English, Trustee

The Paul M. English 2006 Irrevocable Family Trust

By:   /s/ Paul M. English
Name: Paul M. English, Trustee

By:
Name: Jean A. English, Trustee

                                                    Signature Page to Co-Sale Agreement
AMERICA ONLINE, INC.

By:
Name:
Title:
                       Signature Page to Co-Sale Agreement
INVESTORS :

GENERAL CATALYST GROUP II, L.P.                                      GENERAL CATALYST GROUP III, L.P.

By: General Catalyst Partners II, L.P.                               By: General Catalyst Partners III, L.P.
Its General Partner                                                  Its General Partner

By: General Catalyst GP II, LLC                                      By: General Catalyst GP III, LLC
Its General Partner                                                  Its General Partner

By: /s/ William J. Fitzgerald                                        By: /s/ William J. Fitzgerald
Name: William J. Fitzgerald                                          Name: William J. Fitzgerald
Title:   Member and Chief Financial Officer                          Title:   Member and Chief Financial Officer

GC ENTREPRENEURS FUND II, L.P.                                     GC ENTREPRENEURS FUND III, L.P.

By: General Catalyst Partners II, L.P.                               By: General Catalyst Partners III, L.P.
Its General Partner                                                Its General Partner

By: General Catalyst GP II, LLC                                      By: General Catalyst GP III, LLC
Its General Partner                                                Its General Partner

By: /s/ William J. Fitzgerald                                        By: /s/ William J. Fitzgerald
Name: William J. Fitzgerald                                          Name: William J. Fitzgerald
Title:   Member and Chief Financial Officer                          Title:   Member and Chief Financial Officer

GENERAL CATALYST GROUP V, L.P.                                     GC ENTREPRENEURS FUND V, L.P.

By: General Catalyst Partners V, L.P.                                By: General Catalyst Partners V, L.P.
Its General Partner                                                Its General Partner

By: General Catalyst GP V, LLC                                       By: General Catalyst GP V, LLC
Its General Partner                                                Its General Partner

By: /s/ William J. Fitzgerald                                        By: /s/ William J. Fitzgerald
Name:    William J. Fitzgerald                                       Name: William J. Fitzgerald
Title:   Member and Chief Financial Officer                          Title: Member and Chief Financial Officer

                                              Signature Page to Co-Sale Agreement
GENERAL CATALYST GROUP V
SUPPLEMENTAL, L.P.

By: General Catalyst Partners V, L.P.
Its General Partner

By: General Catalyst GP V, LLC
Its General Partner

By: /s/ William J. Fitzgerald
Name: William J. Fitzgerald
Title:   Member and Chief Financial Officer

                                              Signature Page to Co-Sale Agreement
/s/ Daniel Stephen Hafner
Daniel Stephen Hafner

                            Signature Page to Co-Sale Agreement
/s/ Paul English
Paul English

                   Signature Page to Co-Sale Agreement
AMERICA ONLINE, INC.

By:
Name:
Title:
                       Signature Page to Co-Sale Agreement
ACCEL PARTNERS

By:    Accel London II Associates L.P.
Its:   General Partner

By:    Accel London II Associates L.L.C.
Its:   General Partner

By:             /s/ Jonathan Biggs
       Name:            Jonathan Biggs
       Title:           Attorney in Fact

ACCEL LONDON INVESTORS 2006 L.P.

By:    Accel London II Associates L.L.C.
Its:   General Partner

By:             /s/ Jonathan Biggs
       Name:            Jonathan Biggs
       Title:           Attorney in Fact

                                           Signature Page to Co-Sale Agreement
Greg Slyngstad

                 Signature Page to Co-Sale Agreement
SEQUOIA CAPITAL XI
SEQUOIA TECHNOLOGY PARTNERS XI
SEQUOIA CAPITAL XI PRINCIPALS
FUND

By: SC XI Management, LLC
A Delaware Limited Liability Company
General Partner of Each

By: (illegible)
Name:
Title:   Managing Member

SEQUOIA CAPITAL GROWTH FUND III
SEQUOIA CAPITAL GROWTH PARTNERS III
SEQUOIA CAPITAL GROWTH III PRINCIPALS FUN
D

By: SCGF III Management, LLC
A Delaware Limited Liability Company
General Partner of Each

By: (illegible)
Name:
Title:   Managing Member

                                       Signature Page to Co-Sale Agreement
TRIDENT CAPITAL FUND-V, L.P
TRIDENT CAPITAL FUND-V AFFILIATES FUND, L.P.
TRIDENT CAPITAL FUND-V AFFILIATES FUND (Q), L.P.
TRIDENT CAPITAL FUND-V PRINCIPALS FUND, L.P.
TRIDENT CAPITAL PARALLEL FUND-V, C.V.

Executed on behalf of the foregoing funds
by the undersigned, as an authorized signatory
of the respective general partner of each such fund:

               (illegible)
 (signature)

            (illegible)
 (print name)
                                                       Signature Page to Co-Sale Agreement
NORWEST VENTURE PARTNERS VII-A, LP                            NORWEST VENTURE PARTNERS X, LP

By:       Itasca VC Partners VII-A, LLC                       By:       Genesis VC Partners X, LLC
Its General Partner                                           Its General Partner

By:       (illegible)                                         By:        (illegible)
Name:                                                         Name:
Title:                                                        Title:

                                          Signature Page to Co-Sale Agreement
OAK INVESTMENT PARTNERS XII, LIMITED PARTNERSHIP

By:      Oak Associates XII, LLC, its General Partner

By:        /s/ Iftikar A. Ahmed
Name:         Iftikar A. Ahmed
Title:      Managing Member
                                                    Signature Page to Co-Sale Agreement
LEHMAN BROTHERS VENTURE PARTNERS V L.P.
By:    Lehman Brothers Venture Associates V L.P., its General Partner
By:    Lehman Brothers Venture Associates V LLC, its General Partner
By:         /s/ JAMES D. HINSON
Name:    JAMES D. HINSON
Tit1e:      Vice President

LEHMAN BROTHERS VENTURE PARTNERS V-P, L.P.
By:    Lehman Brothers Venture Associates V L.P., its General Partner
By:    Lehman Brothers Venture Associates V LLC, its General Partner
By:         /s/ JAMES D. HINSON
Name:    JAMES D. HINSON
Tit1e:      Vice President

LB I Group Inc.
By:             /s/ JAMES D. HINSON
Name:       JAMES D. HINSON
Tit1e:          Vice President
                                               Signature Page to Co-Sale Agreement
GOLD HILL VENTURE LENDING 03, L.P.

By:      /s/ J F Tower
Name:          J F Tower
Title:         Partner
                                     Signature Page to Co-Sale Agreement
                                                         SCHEDULE I

                                                KAYAK SOFTWARE CORPORATION

                                              SCHEDULE OF HOLDERS AND INVESTORS

Investors:

General Catalyst Group II, L.P.
GC Entrepreneurs Fund II, L.P.
General Catalyst Group III, L.P.
GC Entrepreneurs Fund III, L.P.
General Catalyst Group V, L.P.
General Catalyst Group V Supplemental, L.P.
GC Entrepreneurs Fund V, L.P.
20 University Road, Suite 450
Cambridge, MA 02138
Fax: (617) 234-7040
Attn: Joel Cutler

Daniel Stephen Hafner
2347 Bronson Road
Fairfield, CT 06824
Fax: (203) 899-3125

Paul English
10 Samoset Road
Winchester, MA 01890

Greg Slyngstad
24733 SE Windsor Blvd
Sammamish, WA 98074

America Online, Inc.
22000 AOL Way
Dulles, VA 20166
Attn: Deputy General Counsel
Fax: (703) 265-1105
Sequoia Capital Growth Fund III
Sequoia Capital Growth Partners III
Sequoia Capital Growth III Principals Fund
Sequoia Capital XI
Sequoia Technology Partners XI
Sequoia Capital XI Principals Fund
3000 Sand Hill Road
Bldg 4, Suite 180
Menlo Park, CA 94025

Accel London II, L.P.
Accel London Investors 2006 L.P.
428 University Avenue
Palo Alto, CA 94301-1812
Fax: (650) 614-4880
Attn: Richard Zamboldi

Notices also sent to

16 St. James‘s Street
London SW1A 1ER
United Kingdom
Fax: +44 (0) 20 7170 1099
Attn: Jonathan Biggs
Attn: Harry Nelis

Norwest Venture Partners VII-A LP
Norwest Venture Partners X, LP
525 University Avenue
Palo Alto, Ca. 94301
650.321.8000

Lehman Brothers Venture Partners V L.P.
Lehman Brothers Venture Partners V-P, L.P.
LB I Group, Inc.
3000 Sand Hill Road, Building 3, Suite 190
Menlo Park, California 94025-7103

Trident Capital Fund-V, L.P
Trident Capital Fund-V Affiliates Fund, L.P.
Trident Capital Fund-V Affiliates Fund (Q), L.P.
Trident Capital Fund-V Principals Fund, L.P.
Trident Capital Parallel Fund-V, C.V.
505 Hamilton Ave, Suite 200
Palo Alto, CA 94301
Gold Hill Venture Lending 03, L.P.
Two Newton Executive Park, Suite 203
Newton, MA 02462
Holders :

Daniel Stephen Hafner
2347 Bronson Road
Fairfield, CT 06824
Fax: (203) 899-3125

Paul English
10 Samoset Road
Winchester, MA 01890

America Online, Inc.
22000 AOL Way
Dulles, VA 20166
Attn: Deputy General Counsel
Fax: (703) 265-1105

McKane 2007 Grandchildren Trust
48 Owenoke Park
Westport, CT 06880

J.M. Hafner Trust
6 Longfellow Lane
Houston, TX 77005

Joseph A. Hafner Trust
1316 Peq l uot Avenue
Southport, CT 06890

Merrill T. Hafner Trust
1316 Pequot Avenue
Southport, CT 06890

Paul M. English and Jean A English, as trustees of The Paul M. English 2007 Irrevocable Family Trust
10 Samoset Road
Winchester, MA 01890

Paul M. English and Jean A English, as trustees of The Paul M. English 2006 Irrevocable Family Trust
10 Samoset Road
Winchester, MA 01890

D.S. Hafner Trust
1316 Pequot Avenue
Southport, CT 06890
                                                                                                                             SCHEDULE II

                                                  KAYAK SOFTWARE CORPORATION

                                                     INSTRUMENT OF ACCESSION

The undersigned,                                , as a condition precedent to becoming the owner or holder of record
of                                           ) shares of the                        stock, par value $.001 per share, of Kayak Software
Corporation, a Delaware corporation (the ― Company ‖), or options to purchase such stock, hereby agrees to become a [Holder/Investor]
under that certain Fifth Amended and Restated Stock Restriction and Co-Sale Agreement dated as of December —, 2007 by and among the
Company and other stockholders of the Company party thereto. This Instrument of Accession shall take effect and shall become an integral part
of, and the undersigned shall become a party to and bound by, said Fourth Amended and Restated Stock Restriction and Co-Sale Agreement
immediately upon execution and delivery to the Company of this Instrument of Accession.

IN WITNESS WHEREOF, this INSTRUMENT OF ACCESSION has been duly executed by or on behalf of the undersigned, as of the date
below written.

                                                                                    Signature:

                                                                                    (Print Name)

                                                                                    Address:


                                                                                    Date:

                                                                                    Accepted:

                                                                                    KAYAK SOFTWARE CORPORATION

                                                                                    By:
                                                                                      Name:
                                                                                      Title:
                                                                                    Date:
                                                                                                                                       Exhibit 4.3

                               SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
          SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT made this 22nd day of March 2010, by and among
Kayak Software Corporation, a Delaware corporation (the ― Company ‖), those persons and entities listed under the heading ―Investors‖ on
Schedule I hereto (the ― Investors ‖), (ii) those persons listed under the heading ―Founders‖ on Schedule I hereto (the ― Founders ‖), (iii) solely
as a party to Sections 5 and 6 hereof in its capacity as a holder of Restricted Stock (as defined herein), Silicon Valley Bank and
(iv) Institutional Venture Partners XII, L.P. (― IVP ‖).

                                                                 WITNESSETH:

                   WHEREAS , certain of the Investors have heretofore purchased from the Company shares of the Company‘s Series A
Convertible Preferred Stock, par value $.001 per share (the ― Series A Stock ‖), shares of the Company‘s Series A-1 Convertible Preferred
Stock, par value $.001 per share (the ― Series A-1 Stock ‖; the Series A Stock and the Series A-1 Stock collectively referred to herein as the ―
Series A Preferred Stock ‖), shares of the Company‘s Series B Convertible Preferred Stock, par value $.001 per share (the ―Series B Stock‖),
shares of the Company‘s Series B-1 Convertible Preferred Stock, par value $.001 per share (the ― Series B- 1 Stock ‖), shares of the
Company‘s Series C Convertible Preferred Stock, par value $.001 per share (the ― Series C Stock ‖) and/or shares of the Company‘s Series D
Convertible Preferred Stock, par value $.001 per share (the ― Series D Stock ‖; the Series A Preferred Stock, the Series B Stock, the Series B-1
Stock, the Series C Stock and the Series D Stock are collectively referred to herein as the ― Convertible Preferred Stock ‖);

                WHEREAS , the Company, the Investors, the Founders and certain other parties hereto have heretofore entered into a Fifth
Amended and Restated Investor Rights Agreement, dated as of 20th day of December 2007 (the ― Prior Agreement ‖);

                 WHEREAS , the Founders and another stockholder have agreed to sell to IVP an aggregate of seven hundred sixty nine
thousand two hundred thirty (769,230) shares of Common Stock (as hereafter defined) pursuant to a certain Common Stock Purchase
Agreement dated as of the date hereof, by and among the Founders, IVP and the Company (the ― CSPA ‖); and

                   WHEREAS , the requisite parties to the Prior Agreement have mutually agreed to amend and restate the Prior Agreement in
its entirety.

       NOW, THEREFORE , in consideration of good and valuable consideration, the receipt and legal sufficiency of which is hereby
acknowledged, the requisite parties to the Prior Agreement hereby agree to amend and restate the Prior Agreement in its entirety as follows:

          1.       Certain Definitions . As used in this Agreement, the following terms shall have the following respective meanings:

                   ― Accel Entities ‖ means Accel London II, L.P. Accel London Investors 2006 L.P. and each of their respective Affiliates.

                                                                   Page 1 of 49
                   ― Adjusted Basic Amount ‖ means, with respect to an Offeree, its pro rata portion of Offered Securities determined by
multiplying (i) the aggregate number of Offered Securities, less the number of Offered Securities that the Offerees have permitted Outside
Investors to purchase pursuant to Section 12 by (ii) a fraction, the numerator of which is the aggregate number of Conversion Shares and IVP
Shares then held by such Offeree and the denominator of which is the total number of Conversion Shares and IVP Shares then held by all
Offerees.

                    ― Affiliate ‖ of any Person means a Person that, directly or indirectly, through one or more intermediaries, controls, is
controlled by or is under common control with the first mentioned Person. A Person shall be deemed to control another Person if such first
Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the second Person,
whether through the ownership of voting securities, by contract or otherwise. Without limiting the generality of the foregoing, with respect to
an Investor, Affiliate shall also include any person or entity which, directly or indirectly, controls, is controlled by or is under common control
with such Investor, including, without limitation, any general partner, officer or director of such Investor and any fund now or hereafter
existing which is controlled by one or more general partners of, or shares the same management company as, such Investor.

                  ― Basic Amount ‖ means, with respect to an Offeree, its pro rata portion of Offered Securities determined by multiplying the
number of Offered Securities by a fraction, the numerator of which is the aggregate number of Conversion Shares and IVP Shares then held by
such Offeree and the denominator of which is the total number of Conversion Shares and IVP Shares then held by all Offerees.

                      ― Board of Directors ‖ shall mean the board of directors of the Company as constituted from time to time.

                      ― Code ‖ shall mean the Internal Revenue Code of 1986, as amended from time to time.

                      ― Commission ‖ shall mean the Securities and Exchange Commission, or any other federal agency at the time administering
the Securities Act.

                      ― Common Stock ‖ shall mean the Common Stock, $.001 par value, of the Company, as constituted as of the date of this
Agreement.

                    ― Computer Programs ‖ shall mean (i) any and all computer programs (consisting of sets of statements or instructions to be
used directly or indirectly in a computer in order to bring about a certain result), and (ii) all associated data and compilations of data, regardless
of their form or embodiment. ―Computer Programs‖ shall include, without limitation, all source code, object code and natural language code
therefor, all versions thereof, all screen displays and designs thereof, all component modules, all descriptions, flow-charts and other work
product used to design, plan, organize and develop any of the foregoing, and all documentation, including without limitation user manuals and
training materials, relating to any of the foregoing.

                                                                    Page 2 of 49
                    ― Conversion Shares ‖ shall mean (i) all shares of Common Stock issued or issuable upon conversion of the Preferred Stock,
(ii) all shares of Common Stock issued or issuable, or issued or issuable upon conversion of the shares of Preferred Stock issued or issuable,
upon exercise of any Lender Warrants, and (iii) all shares of Common Stock actually issued upon exercise of any Purchaser Warrants.

                   ― Exchange Act ‖ shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules
and regulations of the Commission thereunder, all as the same shall be in effect at the time.

                   ― Excluded Shares ‖ shall mean any shares of Common Stock that have been (a) registered under the Securities Act pursuant
to an effective registration statement filed thereunder and disposed of in accordance with the registration statement covering them or
(b) publicly sold pursuant to Rule 144 under the Securities Act.

                  ― Founder Stock ‖ shall mean any shares of Common Stock now owned or hereafter acquired by the Founders (other than
(i) Conversion Shares and (ii) Excluded Shares).

                   ― Indebtedness ‖ shall mean all obligations, contingent and otherwise, which should, in accordance with generally accepted
accounting principles, be classified upon the obligor‘s balance sheet (or the notes thereto) as liabilities, but in any event including liabilities
secured by any mortgage on property owned or acquired subject to such mortgage, whether or not the liability secured thereby shall have been
assumed, and also including (i) all guaranties, endorsements and other contingent obligations, in respect of Indebtedness of others, whether or
not the same are or should be so reflected in said balance sheet (or the notes thereto), except guaranties by endorsement of negotiable
instruments for deposit or collection or similar transactions in the ordinary course of business and (ii) the present value of any lease payments
due under leases required to be capitalized in accordance with applicable Statements of Financial Accounting Standards, determined by
discounting all such payments at the interest rate determined in accordance with applicable Statements of Financial Accounting Standards.

                    ― Intellectual Property Rights ‖ shall mean all of the following: (i) patents, patent applications, patent disclosures and all
related continuation, continuation-in-part, divisional, reissue, re-examination, utility, model, certificate of invention and design patents, patent
applications, registrations and applications for registrations, (ii) trademarks, service marks, trade dress, logos, tradenames, service names and
corporate names and registrations and applications for registration thereof, (iii) copyrights and registrations and applications for registration
thereof, (iv) mask works and registrations and applications for registration thereof, (v) trade secrets and confidential business information,
whether patentable or nonpatentable and whether or not reduced to practice, know-how, manufacturing and product processes and techniques,
research and development information, copyrightable works, financial, marketing and business data, pricing and cost information, business and
marketing plans and customer and supplier lists and information, (vi) Computer Programs, (vii) other proprietary rights relating to any of the
foregoing (including without limitation associated goodwill and remedies against infringements

                                                                   Page 3 of 49
thereof and rights of protection of an interest therein under the laws of all jurisdictions) and (viii) copies and tangible embodiments thereof.

                   ― IVP Shares ‖ shall mean the shares of Common Stock purchased pursuant to the CSPA and held by IVP.

                   ― Key Employee ‖ or ―Key Employees‖ shall mean and include the president, chief executive officer, chief financial officer,
chief operating officer, chief technology officer, vice presidents of operations, research, development, sales or marketing, or any other
individual who performs a significant role in the operations of the Company or a Subsidiary or in the development or conception of any
Intellectual Property Rights of the Company or a Subsidiary as may be reasonably designated by the Board of Directors of the Company.

                  ― Lender Warrants ‖ means (i) the Warrants to purchase shares of Preferred Stock issued to each of Silicon Valley Bank and
Gold Hill Venture Lending 03, L.P., each dated as of November 22, 2006, and (ii) the Warrant to purchase shares of Preferred Stock issued or
issuable to Gold Hill Venture Lending 03, L.P. pursuant to the Loan Agreement.

                    ― Liquidation Event ‖ shall mean (x) merger or consolidation of the Company with or into another entity (except for a
merger or consolidation in which the shares of the Company outstanding immediately prior to the closing of such merger or consolidation
(1) represent or are converted into shares of the surviving entity that represent at least a majority of the total number of shares of the surviving
entity that are outstanding or are reserved for issuance immediately after the closing of the merger or consolidation and (2) have the power to
elect a majority of the surviving entity‘s directors), (y) the sale or transfer by the Company of all or substantially all its assets, or (z) the
acquisition in a single transaction or series of related transactions by any person or group of fifty percent (50%) or more of the Company‘s
shares of Common Stock (assuming the conversion of all outstanding shares of Preferred Stock).

                 ― Loan Agreement ‖ shall mean, collectively, (i) that certain Senior Loan and Security Agreement entered into by and
between the Company and Silicon Valley Bank and (ii) that certain Subordinated Loan and Security Agreement entered into by and among the
Company, Silicon Valley Bank, and Gold Hill Venture Lending 03, L.P.

                  ― Outside Investor ‖ means any investor who is permitted to purchase Offered Securities pursuant to Section 12 who,
immediately prior to its purchase of such Offered Securities, is neither a holder of Preferred Stock nor an Affiliate of a holder of Preferred
Stock.

                  ― Person or Persons ‖ shall mean an individual, corporation, partnership, limited liability company, joint venture, trust, or
unincorporated organization, or a government or any agency or political subdivision thereof.

                   ― Preferred Directors ‖ means the Series A Directors, the Series C Director and the Series D Director.

                                                                   Page 4 of 49
                ― Preferred Stock ‖ means, collectively, the Convertible Preferred Stock and any other series of Preferred Stock of the
Company hereafter designated.

                   ― Purchaser Warrants ‖ means the Warrants to purchase shares of Common Stock issued or issuable pursuant to the terms of
the Interactive Marketing Agreement between the Company and America Online, Inc. dated as of November 17, 2004.

                   ― Qualified Public Offering ‖ shall mean a firm commitment underwritten public offering of Common Stock in which the
aggregate gross proceeds to the Company equal or exceed $25,000,000 and the price per share paid by the public for such shares equals or
exceeds $31.09 per share (such price subject to equitable adjustment in the event of any stock split, stock dividend, combination,
reorganization, reclassification or other similar event occurring after March 22, 2010).

                   ― Registration Expenses ‖ shall mean the expenses so described in Section 8.

                    ― Reserved Employee Shares ‖ shall mean up to 10,000,000 shares of Common Stock (appropriately adjusted to reflect stock
splits, stock dividends, combinations of shares and the like with respect to the Common Stock occurring after March 22, 2010) reserved by the
Company from time to time for (i) the sale or issuance of shares of Common Stock to employees, consultants or non-employee directors of the
Company or (ii) the issuance and/or exercise of options to purchase Common Stock granted to employees, consultants or non-employee
directors of the Company, all pursuant to arrangements approved by the Board of Directors and the Series A Directors.

                    ― Restricted Stock ‖ shall mean (i) all Conversion Shares, (ii) all Founder Stock, (iii) solely for purposes of Sections 2, 3, 5,
7 through 11 and 15, the IVP Shares and (iv) any other shares of Common Stock now owned or hereafter acquired by a Stockholder from time
to time, other than, in each case, Excluded Shares.

                 ― Restricted Stock Agreements ‖ shall mean, collectively, the Restricted Stock Agreement, dated as of March 2, 2004, by
and between the Company and Daniel Stephen Hafner and the Restricted Stock Agreement, dated as of March 2, 2004, by and between the
Company and Paul English, each as amended on March 1, 2007.

                   ― Securities Act ‖ shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at the time.

                   ― Selling Expenses ‖ shall mean the expenses so described in Section 8.

                   ― Series A Directors ‖ shall have the meaning assigned to such term in the Company‘s Amended and Restated Certificate of
Incorporation, as amended from time to time.

                   ― Series C Director ‖ shall have the meaning assigned to such term in the Company‘s Amended and Restated Certificate of
Incorporation, as amended from time to time.

                                                                    Page 5 of 49
                   ― Series D Director ‖ shall have the meaning assigned to such term in the Company‘s Amended and Restated Certificate of
Incorporation, as amended from time to time.

                   ― Stock Restriction and Co-Sale Agreement ‖ shall mean that certain Fifth Amended and Restated Stock Restriction and
Co-Sale Agreement, dated as of December 20, 2007, by and among the Company, the Stockholders and the holders of Common Stock parties
thereto from time to time (as the same may be amended, restated, supplemented or otherwise modified from time to time).

                  ― Stockholders ‖ shall mean the Investors and the Founders; provided that solely for the purposes of Section 12 hereof, the
term Stockholder shall also include IVP.

                    ― Subsidiary‖ or ―Subsidiaries ‖ shall mean any corporation or trust of which the Company and/or any of its other
Subsidiaries (as herein defined) directly or indirectly owns at the time outstanding shares of every class of such corporation or trust other than
directors‘ qualifying shares comprising at least fifty percent (50%) of the voting power of such corporation or trust.

         2.        Restrictive Legend . Each certificate representing Preferred Stock, Conversion Shares, Founder Stock or Restricted Stock
shall, except as otherwise provided in this Section 2 or in Section 3, be stamped or otherwise imprinted with a legend substantially in the
following form:

      ―THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES
LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED OR QUALIFIED
UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION OR
QUALIFICATION IS AVAILABLE UNDER SUCH ACT AND STATE SECURITIES LAWS.‖

A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company all the securities represented thereby may be
publicly sold without registration under the Securities Act and any applicable state securities laws.

         3.         Notice of Proposed Transfer . Prior to any proposed transfer of any Preferred Stock, Conversion Shares, Founder Stock or
Restricted Stock (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the
Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the
Company, shall be accompanied by an opinion of counsel satisfactory to the Company to the effect that the proposed transfer may be effected
without registration under the Securities Act and any applicable state securities laws, whereupon the holder of such stock shall be entitled to
transfer such stock in accordance with the terms of its notice; provided , however , that no such opinion of counsel shall be required for (i) a
transfer to one or more stockholders, partners or members of the transferor (in the case of a transferor that is a corporation, partnership or a
limited liability company, respectively), (ii) a transfer to an

                                                                  Page 6 of 49
affiliated corporation (in the case of a transferor that is a corporation) or (iii) a transfer to any Affiliate of any holder; provided, further,
however , that any transferee other than a transferee receiving such shares for no consideration shall execute and deliver to the Company a
representation letter in form reasonably satisfactory to the Company‘s counsel to the effect that the transferee is acquiring such shares for its
own account, for investment purposes and without any view to distribution thereof. Each certificate for Preferred Stock, Conversion Shares,
Founder Stock or Restricted Stock transferred as above provided shall bear the legend in substantially the form set forth in Section 2, except
that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting
public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the
transferee and any subsequent transferee (other than an affiliate of the Company) would be entitled to transfer such securities in a public sale
without registration under the Securities Act. The restrictions provided for in this Section 3 shall not apply to securities that are not required to
bear the legend prescribed by Section 2 in accordance with the provisions of that Section.

                   Each certificate representing shares of Preferred Stock, Conversion Shares, Founder Stock and Restricted Stock shall be
imprinted with a legend substantially in the following form:

              THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE IS SUBJECT TO, AND IN CERTAIN CASES PROHIBITED BY, THE TERMS AND CONDITIONS OF THE SIXTH
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, DATED AS OF MARCH 22, 2010, BY AND AMONG THE
COMPANY AND CERTAIN STOCKHOLDERS PARTIES THERETO. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON
WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.

          4.         Required Registration . (a) At any time after the earlier of the third anniversary of December 20, 2007 or six months after
the consummation of the Company‘s initial public offering of Common Stock, Stockholders holding at least fifty eight percent (58%) of all
Conversion Shares or Founders holding a majority of the Founder Stock may request the Company to register under the Securities Act the
public resale of all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in
such notice; provided that the Restricted Stock requested by all holders to be registered pursuant to such request must have an anticipated
aggregate public offering price of not less than $5,000,000. For purposes of this Section 4 and Sections 5, 6, 15(a) and 15(g), the term
―Restricted Stock‖ shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Stock
upon conversion of all shares of Preferred Stock; provided , however , that the only securities which the Company shall be required to register
pursuant hereto shall be shares of Common Stock; provided , further , however , that, in any underwritten public offering contemplated by this
Section 4 or Sections 5 and 6, the holders of Preferred Stock shall be entitled to sell such Preferred Stock to the underwriters for conversion and
sale of the shares of Common Stock issued upon conversion or exercise and conversion, as applicable, thereof. Notwithstanding anything to the
contrary contained herein, no request may be made under this Section 4 (i) within 180 days after the effective date of a registration statement
filed by the Company with respect to the initial public offering of the

                                                                   Page 7 of 49
Company‘s stock or (ii) within 90 days after the effective date of a registration statement filed by the Company with respect to any other
underwritten offering of the Company‘s stock with respect to which the Stockholders were entitled to join pursuant to Sections 4, 5 or 6.

                   (b) Following receipt of any notice under this Section 4, the Company shall promptly notify all holders of Restricted Stock
from whom notice has not been received and such holders shall then be entitled within 30 days thereafter to request the Company to include in
the requested registration all or any portion of their shares of Restricted Stock. The Company shall use its best efforts to register under the
Securities Act, for public re-sale in accordance with the method of disposition described in paragraph (a) above, the number of shares of
Restricted Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after the giving of such
notice by the Company). The Company shall be obligated to register Restricted Stock pursuant to this Section 4 on four occasions in the
aggregate and the Founders, on the one hand, and the Stockholders, on the other hand, shall each be entitled to request and cause registration of
Restricted Stock under this Section 4 on two occasions; provided , however , that (i) any registration on Form S-3 or any equivalent successor
form shall not be counted toward the four registration limit under this Section 4 and (ii) such obligation shall be deemed satisfied only when a
registration statement covering at least a majority of the Restricted Stock specified in notices received as aforesaid for sale in accordance with
the method of disposition specified by the requesting holders shall have become effective or if such registration statement has been withdrawn
prior to the consummation of the offering at the request of the requesting holders of Restricted Stock (other than as a result of a material
adverse change in the business or condition, financial or otherwise, of the Company) and, if such method of disposition is a firm commitment
underwritten public offering, all such shares shall have been sold pursuant thereto (not including shares eligible for sale pursuant to the
underwriters‘ over-allotment option).

                   (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 shares of Common
Stock to be sold by the Company for its own account and shares of Common Stock held by other stockholders that have piggy-back registration
rights, except as and to the extent that, in the opinion of the managing underwriter, such inclusion would adversely affect the marketing of the
Restricted Stock to be sold. Except for registration statements on Form S-4, S-8 or any successor thereto, the Company will not file with the
Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from
the date of receipt of a notice from requesting holders requesting sale pursuant to an underwritten offering pursuant to this Section 4 until the
completion of the period of distribution of the registration contemplated thereby.

                  (d) If in the opinion of the managing underwriter the inclusion of all of the Restricted Stock requested to be registered under
this Section would adversely affect the marketing of such shares, shares to be sold by the holders of Restricted Stock, if any, shall be excluded
only after any shares to be sold by the Company and any other holder of the Company‘s securities (other than the Stockholders) have been
excluded, in such manner that the shares to be sold shall be allocated among the selling holders pro rata based on their ownership of Restricted
Stock.

                                                                  Page 8 of 49
         5.         Incidental Registration . If the Company at any time (other than pursuant to Section 4 or Section 6) proposes to register any
of its shares of Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security
holders or both (except with respect to registration statements on Forms S-4, S-8 or another form not available for registering the Restricted
Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do.
Upon the written request of any such holder, received by the Company within 20 days after the giving of any such notice by the Company, to
register any Restricted Stock, the Company will use its reasonable best efforts to cause the Restricted Stock as to which registration shall have
been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the
extent requisite to permit the sale or other disposition of such Restricted Stock so registered. In the event that any registration pursuant to this
Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock to be
included in such an underwriting may be reduced ( pro rata among the requesting holders based upon the number of shares of Restricted Stock
owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the
marketing of the securities to be sold by the Company therein; provided , however , that (i) the number of shares of Restricted Stock shall not
be reduced if any other shares are to be included in such underwriting for the account of any person other than the Company or requesting
holders of Restricted Stock and (ii) in no event may less than thirty-three percent (33%) of the total number of shares of Common Stock to be
included in such underwriting be made available for shares of Restricted Stock, except for a registration relating to the Company‘s initial public
offering, in which case no less than ten percent (10%) of the total number of shares of Common Stock to be included in such underwriting shall
be made available for shares of Restricted Stock.

          6.         Registration on Form S-3 . If at any time a holder or holders of Restricted Stock request that the Company file a registration
statement on Form S-3 or any successor thereto for the public re-sale of all or any portion of the shares of Restricted Stock held by such
requesting holder or holders, the reasonably anticipated aggregate price to the public of which would exceed $1,000,000, and the Company is a
registrant entitled to use Form S-3 or any successor thereto to register such shares, then the Company shall use its best efforts to register under
the Securities Act on Form S-3 or any successor thereto, for public re-sale in accordance with the method of disposition specified in such
notice, the number of shares of Restricted Stock specified in such notice. Whenever the Company is required by this Section 6 to use its best
efforts to effect the registration of Restricted Stock, each of the procedures and requirements of Section 4 (including but not limited to (i) the
requirement that the Company notify all holders of Restricted Stock from whom notice has not been received and provide them with the
opportunity to participate in the offering and (ii) an underwriter cutback) shall apply to such registration, provided , however , that the
requirements contained in the first sentence of Section 4(a) shall not apply to any registration on Form S-3 which may be requested and
obtained under this Section 6. Notwithstanding anything to the contrary in this Section 6, the Company shall not be required to effect more than
two registrations pursuant to this Section 6 in any 12 month period and in no event more than six in the aggregate.

                                                                   Page 9 of 49
          7.        Registration Procedures . If and whenever the Company is required by the provisions of Sections 4, 5 or 6 to effect the
registration of any shares of Restricted Stock under the Securities Act, the Company will, as expeditiously as possible:

                    (a)     prepare and file with the Commission a registration statement (which, in the case of an underwritten public offering
pursuant to Section 4, shall be on Form S-1 or other form of general applicability satisfactory to the managing underwriter selected as therein
provided) with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for the
period of the distribution contemplated thereby (determined as hereinafter provided);

                   (b)      prepare and file with the Commission such amendments and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period specified in paragraph
(a) above and comply with the provisions of the Securities Act with respect to the disposition of all Restricted Stock covered by such
registration statement in accordance with the sellers‘ intended method of disposition set forth in such registration statement for such period;

                    (c)     furnish to each seller of Restricted Stock and to each underwriter such number of copies of the registration statement
and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the
public sale of the Restricted Stock covered by such registration statement;

                    (d)    use its reasonable best efforts to register or qualify the Restricted Stock covered by such registration statement under
the securities or ―blue sky‖ laws of such jurisdictions as the sellers of Restricted Stock or, in the case of an underwritten public offering, the
managing underwriter reasonably shall request, provided , however , that the Company shall not for any such purpose be required to qualify
generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process
in any such jurisdiction;

                 (e)    use its reasonable best efforts to list the Restricted Stock covered by such registration statement with any securities
exchange or market on which the Common Stock of the Company is then listed;

                   (f)    provide a transfer agent and registrar for all such Restricted Stock, not later than the effective date of such
registration statement;

                   (g)      promptly notify each seller of Restricted Stock and each underwriter under such registration statement, at any time
when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company
has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of
the circumstances then existing;

                                                                  Page 10 of 49
                   (h) if the offering is underwritten and at the request of any seller of Restricted Stock, use its reasonable best efforts to furnish
on the date that Restricted Stock is delivered to the underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel
representing the Company for the purposes of such registration, addressed to the underwriters and to such seller, stating that such registration
statement has become effective under the Securities Act and that (A) to the knowledge of such counsel, no stop order suspending the
effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the
Securities Act, (B) the registration statement, the related prospectus and each amendment or supplement thereof comply as to form in all
material respects with the requirements of the Securities Act (except that such counsel need not express any opinion as to financial statements
contained therein) and (C) to such other effects as reasonably may be requested by the underwriters and (ii) a letter dated such date from the
independent public accountants retained by the Company, addressed to the underwriters, stating that they are independent public accountants
within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the
registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the
applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including
information as to the period ending no more than five business days prior to the date of such letter) with respect to such registration as such
underwriters reasonably may request;

                    (i) make available for inspection by each seller of Restricted Stock, any underwriter participating in any distribution pursuant
to such registration statement, and any attorney, accountant or other agent retained by such seller or underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, and cause the Company‘s officers, directors and employees to supply all
information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

                   (j) advise each selling holder of Restricted Stock, promptly after it shall receive notice or obtain knowledge thereof, of the
issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any
proceeding for such purpose and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such
stop order should be issued;

                  (k) cooperate with the selling holders of Restricted Stock and the managing underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing Restricted Stock to be sold, such certificates to be in such denominations and registered in
such names as such holders or the managing underwriters may request at least two business days prior to any sale of Restricted Stock; and

                   (l) permit any holder of Restricted Stock which holder, in the sole and exclusive judgment, exercised in good faith, of such
holder, might be deemed to be a controlling person of the Company, to participate in good faith in the preparation of such registration or
comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of
such holder and its counsel should be included, subject to review by the Company and its counsel after consultation with such holder.

                                                                    Page 11 of 49
         For purposes of Section 7(a) and 7(b) and of Section 4(c), the period of distribution of Restricted Stock in a firm commitment
underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it,
and the period of distribution of Restricted Stock in any other registration shall be deemed to extend until the earlier of the sale of all Restricted
Stock covered thereby and 120 days after the effective date thereof. In connection with any underwritten offering, the Company shall have the
right to select the managing underwriters subject to the approval of the holders of a majority of the Restricted Stock, which shall not be
unreasonably withheld or delayed.

         As a condition precedent to the Company‘s obligation to include the Restricted Stock of a holder in a registration statement pursuant to
Section 4, 5 or 6, such holder of Restricted Stock must furnish to the Company in writing such information with respect to itself, the Company
securities beneficially owned by it and the proposed distribution by it as reasonably shall be necessary in order to assure compliance with
federal and applicable state securities laws.

         As a condition precedent to the Company‘s obligation to include the Restricted Stock of a holder in a registration statement pursuant to
Section 4, 5 or 6, (i) the Company and each seller of Restricted Stock agree to enter into a written agreement with the managing underwriter
selected in the manner herein provided in such form and containing such provisions, including with respect to indemnification, as are
customary in the securities business for such an arrangement between such underwriter and companies of the Company‘s size and investment
stature and (ii) each seller of Restricted Stock agrees to enter into other customary related documents including, without limitation, powers of
attorney and custody agreements.

          8.         Expenses . All expenses incurred by the Company in complying with Sections 4, 5 and 6, including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees and
expenses (including counsel fees) incurred in connection with complying with state securities or ―blue sky‖ laws, fees of the National
Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents and registrars, costs of insurance, and fees and disbursements of
one counsel for the Investors and one counsel for the Founders, but excluding any Selling Expenses, are called ―Registration Expenses‖. All
underwriting discounts and selling commissions applicable to the sale of Restricted Stock are called ―Selling Expenses‖.

        The Company will pay all Registration Expenses in connection with each registration statement under Sections 4, 5 or 6. All Selling
Expenses in connection with each registration statement under Sections 4, 5 or 6 shall be borne by the participating sellers in proportion to the
number of shares sold by each, or by such participating sellers other than the Company (except to the extent the Company shall be a seller) as
they may agree.

                                                                   Page 12 of 49
        9.         Indemnification and Contribution .

                   (a) Indemnification by the Company . In the event of a registration of any of the Restricted Stock under the Securities Act
pursuant to Sections 4, 5 or 6, the Company will indemnify and hold harmless each seller of such Restricted Stock thereunder, each underwriter
of such Restricted Stock thereunder and each other person, if any, who controls such seller or underwriter within the meaning of the Securities
Act, and any officers, director, employee or agent of any of the foregoing, against any losses, claims, damages or liabilities, joint or several, to
which such seller, underwriter, controlling person, officer, director, employee or agent may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in any registration statement under which such Restricted Stock was
registered under the Securities Act pursuant to Sections 4, 5 or 6, any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading, and will reimburse each such seller, each such underwriter, each
such controlling person and each such officer, director, employee or agent for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage, liability or action, provided , however , that the Company will not be
liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such seller, any such
underwriter, any such controlling person or any such officer, director, employee or agent in writing specifically for use in such registration
statement, preliminary prospectus, or final prospectus or any amendment or supplement thereof.

                     (b)        Indemnification by the Stockholders . In the event of a registration of any of the Restricted Stock under the
Securities Act pursuant to Sections 4, 5 or 6, each seller of such Restricted Stock thereunder, severally and not jointly, will indemnify and hold
harmless the Company, each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company
who signs the registration statement, each director of the Company, each underwriter and each person who controls any underwriter within the
meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer, director,
underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact
contained in the registration statement under which such Restricted Stock was registered under the Securities Act pursuant to Sections 4, 5 or 6,
any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse the Company and each such officer, director, underwriter and controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided , however
, that (i) such seller will be liable hereunder in any such case if and only to the extent

                                                                  Page 13 of 49
that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and in conformity with information pertaining to such seller, as such, furnished in writing to the
Company by such seller specifically for use in such registration statement or prospectus and (ii) the liability of each seller hereunder shall be
limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of
the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not
in any event to exceed the net proceeds received by such seller from the sale of Restricted Stock covered by such registration statement.

                   (c)     Defect Eliminated in Final Prospectus . The foregoing indemnity agreements of the Company and the sellers of
Restricted Stock are subject to the condition that, insofar as they relate to misstatements or omissions in a prospectus but eliminated or
remedied in the amended or supplemented prospectus on file with the Commission at the time the registration statement in question becomes
effective or the amended or supplemented prospectus filed with the Commission pursuant to Rule 424(b), such indemnity agreement shall not
inure to the benefit of any person if a copy of the amended or supplemented prospectus was furnished to the indemnified party and such
indemnified party failed to deliver a copy of the final or amended or supplemented prospectus at or prior to the sale of the shares registered in
such offering to the Person asserting the loss, liability, claim or damage in any case where such delivery was required by the Securities Act.

                    (d)     Procedures . Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party
in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such
indemnified party other than under this Section 9 and shall only relieve it from any liability which it may have to such indemnified party under
this Section 9 if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to
participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such
indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the
defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 9 for any legal expenses subsequently
incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with
counsel so selected, provided , however , that, if the defendants in any such action include both the indemnified party and the indemnifying
party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from
or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with
the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses
and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to
such participation to be reimbursed by the indemnifying party as incurred. An indemnifying party who is not entitled to, or elects not to,
assume the defense of a

                                                                  Page 14 of 49
claim will not be obligated to pay the fees and expenses of more than one law firm per jurisdiction as counsel for the indemnified party. The
indemnity agreement contained in this Section 9 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of the indemnifying party.

                    (e)        Contribution . In order to provide for just and equitable contribution to joint liability under the Securities Act in any
case in which either (i) any holder of Restricted Stock exercising rights under this Agreement, or any controlling person, officer, director,
employee or agent of such holder, makes a claim for indemnification pursuant to this Section 9 but it is judicially determined (by the entry of a
final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that
such indemnification may not be enforced in such case notwithstanding the fact that this Section 9 provides for indemnification in such case, or
(ii) contribution under the Securities Act may be required on the part of any such selling holder or any such controlling person, officer, director,
employee or agent in circumstances for which indemnification is provided under this Section 9; then, and in each such case, the indemnifying
party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a
result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party
on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability,
claim, damage or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or
the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties‘
relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. Notwithstanding the
foregoing, (A) no such holder will be required to contribute any amount in excess of the net proceeds received by such holder from the sale of
Restricted Stock covered by such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent
misrepresentation.

         10.        Changes in Common Stock or Preferred Stock . If, at any time after March        , 2010, there is any change in the Common
Stock or the Preferred Stock by way of a stock, stock dividend, combination or reclassification, or through a merger, consolidation,
reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and
privileges granted hereby shall continue with respect to the Common Stock and the Preferred Stock as so changed.

        11.          Rule 144 Reporting . After the earliest of (i) the closing of the sale of securities of the Company pursuant to a registration
statement, (ii) the registration by the Company of a class of securities under Section 12 of the Exchange Act, or (iii) the issuance by the
Company of an offering circular pursuant to Regulation A under the Securities Act, the Company agrees to:

                            (a) make and keep current public information about the Company available, as those terms are understood and
defined in Rule 144;

                                                                    Page 15 of 49
                          (b) use commercially reasonable best efforts to file with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting
requirements); and

                             (c) furnish to any holder of Restricted Stock upon request (i) a written statement by the Company as to its
compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act (at any time after it has become subject
to such reporting requirements), and (ii) such reports and documents of the Company as such holder may reasonably request to avail itself of
any similar rule or regulation of the Commission allowing it to sell any such securities without registration.

        12.         Right of First Refusal

                    (a) Right of First Refusal . The Company shall not issue, sell or exchange, agree or obligate itself to issue, sell or exchange,
or reserve or set aside for issuance, sale or exchange, any (i) shares of Common Stock, (ii) any other equity security of the Company, including
without limitation, Preferred Stock, (iii) any debt security of the Company (other than debt with no equity feature), including, without
limitation, any debt security which by its terms is convertible into or exchangeable for any equity security of the Company, (iv) any security of
the Company that is a combination of debt and equity, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire
any such equity security or any such debt security of the Company, except in compliance with the terms of this Section 12 (a ― Company
Issuance ‖).

                    So long as there is Preferred Stock outstanding, if at any time the Company wishes to make a Company Issuance, the
Company shall deliver to each Stockholder (each an ― Offeree ‖ and collectively, the ― Offerees ‖) an offer notice which shall: (i) state the
Company‘s intention to make a Company Issuance pursuant to an offer from a proposed purchaser of the securities to be issued in such
Company Issuance (the ― Proposed Buyer ‖), which, after reasonable inquiry, the Company in good faith believes to be a bona fide offer;
(ii) state the number of shares and type of securities proposed to be issued, sold or exchanged to such Proposed Buyer; (iii) state the name and
address of the Proposed Buyer; (iv) state the bona fide price or other consideration per share for which the Company proposes to issue, sell or
exchange the securities and any other material terms upon which they are to be issued, sold or exchanged; (v) if the Company, irrespective of
this Section 12, desires to sell any securities to an Outside Investor, state the number of such securities and request the Offerees‘ approval to
sell such number of securities to such Outside Investor; and (vi) state that the Offeree is entitled to purchase either (A) its Basic Amount if no
Outside Investors is permitted to participate in the offering or (B) its Adjusted Basic Amount if Outside Investors are entitled to participate in
the offering (the ― Offer ‖), which Offer by its terms shall remain open and irrevocable for a period of 15 days from the date of delivery of the
Offer to a Stockholder. The type and number of securities to be sold to a Proposed Buyer pursuant to an Offer are sometimes referred to herein
as the ―Offered Securities‖. Each Offeree shall have the right to purchase up to its Basic Amount of the Offered Securities at a price and on
such other terms as shall have been specified in the Offer; provided, however , that if the Stockholders holding at least fifty eight percent
(58%) of the votes attributable to the outstanding shares of Preferred Stock (voting as a single class on an as-converted to Common Stock
basis) (the ― Requisite Investors ‖) consent in writing to the

                                                                  Page 16 of 49
participation of Outside Investors in the issuance, the number of Offered Securities that each Offeree shall be permitted to purchase shall be
reduced from its Basic Amount to its Adjusted Basic Amount and the Company shall promptly notify each Offeree of such reduction. In
addition, each Offeree shall be entitled to purchase such additional portion of the Offered Securities as such Offeree shall indicate it will
purchase should the other Offerees subscribe for less than their Basic Amounts or Adjusted Basic Amounts, as the case may be (the ―
Undersubscription Amount ‖).

                    (b)     Notice of Acceptance . Notice of each Offeree‘s intention to accept, in whole or in part, any Offer made pursuant to
Section 12(a) shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 15-day period of
such Offer, setting forth such of the Offeree‘s Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all
of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the ― Notice of Acceptance ‖); provided, however
, that (i) any Offeree may, in its Notice of Acceptance, state that it is willing to purchase the lesser of its Basic Amount or Adjusted Basic
Amount and (ii) the acceptance of any Offer by an Offeree, in whole or in part, may be conditioned upon the approval of the offering by the
Board of Directors and requisite stockholders. If the Basic Amounts or Adjusted Basic Amount, as the case may be, subscribed for by all
Offerees are less than the aggregate Basic Amounts or Adjusted Basic Amounts of all Offerees, then each Offeree who has set forth
Undersubscription Amounts in its Notice of Acceptance shall also be entitled to purchase all Undersubscription Amounts it has subscribed for;
provided , however , that should the Undersubscription Amounts subscribed for exceed the available Undersubscription Amount (the ―
Available Undersubscription Amount ‖), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase
only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the
total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors to the extent it reasonably deems
necessary.

                   (c)      Conditions to Acceptances and Purchase .

                           (i) Permitted Sales of Refused Securities . In the event that Notices of Acceptance are not given by the Offerees in
respect of all the Offered Securities, the Company shall have ninety (90) days from the expiration of the 15-day period set forth in
Section 12(a) to close the sale of all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the
Offerees (the ― Refused Securities ‖) to the Proposed Buyer specified in the Offer, but only for cash and otherwise upon material terms and
conditions, including, without limitation, unit price and interest rates, which are no more favorable, in the aggregate, to such Proposed Buyer or
less favorable to the Company than those set forth in the Offer.

                             (ii) Reduction in Amount of Offered Securities . In the event the Company shall propose to sell less than all the
Refused Securities (any such sale to be in the manner and on the terms specified in Section 12(c)(i) above), then each Offeree may, at its sole
option and in its sole discretion, reduce the number of, or other units of, the Offered Securities specified in its respective Notices of Acceptance
to an amount which shall be not less than the amount of the Offered Securities which the Offeree elected to purchase pursuant to Section 12(b)

                                                                  Page 17 of 49
multiplied by a fraction, (i) the numerator of which shall be the amount of Offered Securities which the Company actually proposes to sell, and
(ii) the denominator of which shall be the amount of all Offered Securities stated in the Offer (the ― Original Offered Number ‖). In the event
that any Offeree so elects to reduce the number or amount of Offered Securities specified in its respective Notices of Acceptance, the Company
may not sell or otherwise dispose of more than the reduced amount of the Offered Securities until such securities have again been offered to the
Offerees in accordance with Section 12(a).

                             (iii)    Closing . Upon the closing, which shall include full payment to the Company, of the sale to such
Proposed Buyer of all or less than all the Refused Securities, the Offerees shall purchase from the Company, and the Company shall sell to the
Offerees, the number of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 12(c)(ii) if the Offerees have
so elected, upon the terms and conditions specified in the Offer. The purchase by the Offerees of any Offered Securities is subject in all cases to
the preparation, execution and delivery by the Company and the Offerees of a purchase agreement relating to such Offered Securities
reasonably satisfactory in form and substance to the Offerees and their respective counsel. The foregoing notwithstanding, before the making or
expiration of the Offer, the Company may sell all or any part of the number of Offered Securities specified in the Offer in one or more closings
if at the time of each such closing the Company shall agree in writing to sell at a subsequent closing or closings to the Stockholders an
additional number of Offered Securities equal to the number which they would be entitled to purchase under this Sections 12 and elect to
purchase under such Sections. The Company‘s obligations under this Section 12 shall be deemed fully satisfied with respect to a sale of
Offered Securities occurring at multiple closings if after all such closings have been completed with respect to any Offered Securities, each
Stockholder from whom the Company received a notice of acceptance of the Offer shall have had a full 15-day notice period and an
opportunity at a closing to purchase on the terms set forth in the Offer the number of Offered Securities equal to the number which they are
entitled to purchase under this Sections 12.

                   (d)       Further Sale . In each case, any Offered Securities not purchased by the Offerees or other Person or Persons in
accordance with Section 12(c) may not be sold or otherwise disposed of until they are again offered to the Offerees under the procedures
specified in Sections 12(a), 12(b) and 12(c).

                    (e)      Termination of Right of First Refusal . The rights of the Offerees under this Section 12 shall terminate immediately
prior to, but subject to, the consummation of a Qualified Public Offering. The rights of the Stockholders pursuant to this Section 12 may be
waived or amended as to all Stockholders on a pro rata basis by the affirmative vote or written consent of the Requisite Investors, including, for
so long as the Founder Group holds shares of capital stock of the Company representing at least fourteen percent (14%) of the outstanding
capital stock of the Company (calculated on an as-converted to Common Stock basis and including, for this purpose, shares of Common Stock
issuable upon the exercise of outstanding options, warrants and convertible securities), the affirmative vote or written consent of at least one
Founder. Any such waiver or amendment shall be binding on all Stockholders, even if any of such Stockholders do not execute such waiver
and irrespective of whether one or more Stockholders participates in the purchase of the Offered Securities; provided, however , that in the

                                                                  Page 18 of 49
event that any waiver or amendment made in connection with a Company Issuance results in a reduced number of Offered Securities being
made available for purchase by such Accel Entity hereunder and in connection with such Company Issuance the number of Offered Securities
actually made available to the other Stockholders is not proportionately reduced (calculated on the basis of the number of Conversion Shares
then held by the Stockholders), then such waiver or amendment shall not be binding on such Accel Entity unless executed by such Accel
Entity. ―Founder Group‖ shall mean Daniel Stephen Hafner, Paul English, any spouse, former spouse, ancestor or descendent of Daniel
Stephen Hafner or Paul English, or any trust established for the benefit of any of the foregoing.

                    (f)     Exception . The rights of the Stockholders under this Section 12 shall not apply to: (i) shares of Common Stock
issuable upon conversion of the Preferred Stock; (ii) the issuance of the Purchaser Warrants or shares of Common Stock issuable upon exercise
of the Purchaser Warrants; (iii) Reserved Employee Shares; (iv) shares of Common Stock issued as a dividend on the Preferred Stock;
(v) shares of Common Stock issued pursuant to a Qualified Public Offering; (vi) equity securities (and/or options or warrants therefor) issued
pursuant to the acquisition of another corporation or entity by the Company by consolidation, merger, purchase of all or substantially all of the
assets, or other reorganization in which the Company acquires, in a single transaction or series of related transactions, all or substantially all of
the assets of such other Company (or division thereof) or entity (or division thereof) or fifty percent (50%) or more of the voting power of such
other Company or entity or fifty percent (50%) or more of the equity ownership of such other entity; provided that such transaction or series of
transactions has been approved by the Board of Directors (which approval shall include the affirmative vote or consent of a majority of the
Preferred Directors); (vii) equity securities (and/or options or warrants therefor) issued or issuable to parties providing the Company with
equipment leases, real property leases, loans, credit lines, guaranties of indebtedness, cash price reductions or similar financing, or issuable to
parties licensing technology or patents to the Company, parties licensing technology from the Company in connection with the development or
commercialization of the Company‘s products or collaborative partners; provided that each such transaction described in this clause (vii) is
approved by the Board of Directors (which approval shall include the affirmative vote or consent of a majority of the Preferred Directors);
(viii) shares of Common Stock or other securities issued upon the conversion or exchange of (a) any securities described in clauses (vi) and
(vii) or (b) any other securities that were previously issued by the Company after complying with this Section 12; and (x) shares of Common
Stock issued by reason of a stock split or divided on the Common Stock.

        13.          Covenants of the Company .

                  (a)       Affirmative Covenants of the Company Other Than Reporting Requirements . Without limiting any other
covenants and provisions hereof, and except to the extent the following covenants and provisions of this Section 13(a) are waived in any
instance by the Requisite Investors, the Company covenants and agrees that, until the consummation of a Qualified Public Offering, it will
perform and observe the following covenants and provisions, and will cause each Subsidiary, if and when such Subsidiary exists, to perform
and observe such of the following covenants and provisions as are applicable to such Subsidiary:

                                                                   Page 19 of 49
                             (i)       Maintenance of Insurance . Maintain from reputable insurance companies and associations (x) a key person
life insurance policy on the life of each Founder in the amount of $2,000,000, which proceeds will be payable to the order of the Company; and
(y) officer and director liability policies in amounts and coverage reasonably acceptable to the Board of Directors (which approval shall include
the affirmative vote or consent of a majority of the Preferred Directors). The Company will maintain, and cause each Subsidiary to maintain,
insurance with reputable insurance companies or associations in such amounts and covering such risks as is customarily carried by companies
engaged in similar businesses and owning similar properties in the same general areas in which the Company or such Subsidiary operates. The
Company will not cause or permit any assignment of the proceeds of any such insurance policies and will not borrow against such policies. The
Company will add the Investors as notice parties to such policies and will request that the issuer(s) of such policies provide such designee with
at least ten (10) days‘ notice before any such policy is terminated (for failure to pay premiums or otherwise) or assigned, or before any change
is made in the designation of the beneficiary thereof.

                            (ii)    Inspection . Permit, upon reasonable request and notice, each Stockholder who holds at least 1,000,000
shares of Preferred Stock (as adjusted from time to time to reflect any stock split, stock dividend, reverse stock split or similar event affecting
the Preferred Stock) (the ― Qualified Stockholders ‖) or any agents or representatives thereof, to examine and make copies of and extracts from
the books of account of, and visit and inspect the properties of, the Company and any Subsidiary, to discuss the affairs, finances and accounts
of the Company and any Subsidiary with any of its officers, directors or Key Employees and independent accountants, and consult with and
advise the management of the Company and any Subsidiary as to their affairs, finances and accounts, all at reasonable times during normal
business hours. Each Qualified Stockholder agrees that it will keep confidential and will not disclose or divulge any confidential, proprietary or
secret information which such Qualified Stockholder may obtain from the Company pursuant to financial statements, reports and other
materials submitted by the Company as required hereunder, or pursuant to visitation or inspection rights granted hereunder unless such
information is or becomes known to the Qualified Stockholder from a source other than the Company that is not known by the Qualified
Stockholder to be prohibited from disclosing such information, or is or becomes publicly known, or unless the Company gives its written
consent to such Qualified Stockholder to release such information, except that no such written consent shall be required (and the Qualified
Stockholder shall be free to release such information to such recipient) if such information is to be provided to the Qualified Stockholder‘s
counsel or accountant, or to an officer, director or partner of such Qualified Stockholder, provided that the Qualified Stockholder shall inform
the recipient of the confidential nature of such information, and shall instruct the recipient to treat the information as confidential.
Notwithstanding the foregoing, nothing in this Section 13(a)(ii) shall in any way limit the confidentiality obligations of officers or employees
of the Company pursuant to the terms of any employment, non-disclosure or similar agreement with the Company.

                           (iii) Budgets Approval . Not later than 30 days prior to the commencement of each fiscal year, prepare and
submit to, and obtain the approval of a majority of the Board of Directors (which approval shall include the affirmative vote or consent of a
majority of the Preferred Directors) of, a business plan and monthly operating budgets in detail

                                                                  Page 20 of 49
for the upcoming fiscal year, including capital and operating expense budgets, cash flow projections and profit and loss projections, all
itemized in reasonable detail (including itemization of provisions for officers‘ compensation). The Company shall review the budget and
business plan periodically, and resubmit all changes therein and all material deviations therefrom to the Board of Directors. The Company shall
not enter into any activity not in the ordinary course of business and not envisioned by the budget and business plan, unless approved by the
affirmative vote of a majority of the members of the Board of Directors (which approval shall include the affirmative vote or consent of a
majority of the Preferred Directors).

                               (iv)  Financings . Inform the Board of Directors of any negotiations, offers or contracts relating to possible
financings of any nature for the Company, whether initiated by the Company or any other Person, except for arrangements with trade creditors.

                                (v)    By-laws . At all times, cause the bylaws of the Company to provide that, unless otherwise required by
the laws of the State of Delaware, any Series A Director and the Series C Director shall have the right to call a meeting of the Board of
Directors or stockholders in accordance with the notice provision thereof. The Company shall at all times maintain provisions in the bylaws or
certificate of incorporation of the Company indemnifying all directors against liability to the maximum extent permitted under the laws of State
of Delaware. The Company shall at all times maintain provisions in the bylaws or certificate of incorporation of the Company permitting one of
the Series A Directors to serve on all committees of the Company‘s Board of Directors, including, without limitation, any compensation
committee or audit committee.

                              (vi)   Invention, Non-Disclosure and Non-Competition Agreement . The Company will obtain a duly executed
Non-Competition, Non-Disclosure and Developments Agreement from each Key Employee that is an executive officer of the Company or any
Subsidiary of the Company. The Company will obtain a duly executed Non-Disclosure and Developments Agreement in substantially the form
attached hereto as Exhibit A from each employee of the Company (other than Key Employees who are executive officers of the Company or
any Subsidiary of the Company). The Company shall not amend, modify or waive any provisions contained in such agreements without the
consent of the Board of Directors.

                           (vii) Meetings of Directors . Unless otherwise consented to by the Board of Directors, hold meetings of the
Company‘s Board of Directors not less than six (6) times in a year on a bi-monthly basis.

                             (viii) Expenses of Directors and Observers . Promptly reimburse in full, each director of the Company who is
not an employee of the Company and each Stockholder board observer for all of his reasonable out-of-pocket expenses incurred in attending
each meeting of the Board of Directors of the Company or any committee thereof or any travel related to non-Board functions (so long as the
expenses of such non-Board functions are approved in advance by the Chief Executive Officer).

                             (ix) Compensation Committee . Except as otherwise agreed to by a majority of the Preferred Directors,
establish and maintain a compensation committee of the

                                                                 Page 21 of 49
Board of Directors, comprised of three (3) independent members of the Board of Directors, at least two (2) of whom shall be the Series A
Directors.

                            (x)      Equity Incentive Plans . Establish and maintain an equity incentive plan in form and substance reasonably
satisfactory to and approved by the Board of Directors (which approval shall include the affirmative vote or consent of a majority of the
Preferred Directors). Unless otherwise approved by unanimous consent of the Board of Directors, such plan, as well as each stock option
agreement, stock purchase agreement, stock restriction agreement involving employees, directors or consultants of the Company adopted by the
Company from time to time shall provide that each option granted or restricted stock purchased thereunder shall vest (A) with respect to
twenty-five percent (25%) of the shares subject to such grant or purchase, one (1) year after the date of such grant or purchase and (B) with
respect to the remaining shares subject to such grant or purchase, on a monthly basis over a period of three years thereafter (other than shares
issued pursuant to the Restricted Stock Agreements). The Company shall exercise all rights to repurchase shares of Common Stock from
employees, officers, directors or consultants at the original purchase price thereof pursuant to stock restriction agreements or other agreements
(including, without limitation, the Restricted Stock Agreements), unless otherwise waived by the Board of Directors (which waiver shall
include the affirmative vote or consent of a majority of the Preferred Directors).

                            (xi)  Maintenance of Research and Development Facility . The Company will maintain a research and
development facility in the Waltham, Massachusetts area, unless otherwise directed by the Board of Directors.

                   (b)     Negative Covenants of the Company . Without limiting any other covenants and provisions hereof, and except to the
extent the following covenants and provisions of this Section 13(b) are waived in any instance by the Requisite Investors, the Company
covenants and agrees that, until the consummation of a Qualified Public Offering, it will comply with and observe the following covenants and
provisions, and will cause each Subsidiary, if and when such Subsidiary exists, to comply with and observe such of the following covenants
and provisions as are applicable to such Subsidiary, and will not:

                            (i)    Transfers of Technology . Unless approved by the Board of Directors (which approval shall include the
affirmative vote or consent of a majority of the Preferred Directors) or unless contemplated by the Loan Agreement, transfer any ownership or
interest in, or material rights relating to, any of its Intellectual Property Rights to any Person or entity which is not a member of the
consolidated group of the Company and its wholly-owned Subsidiaries; provided , however , that this Section shall not apply to transfers of
Intellectual Property Rights accomplished in the ordinary course of business.

                          (ii)    Assumptions or Guaranties of Indebtedness of Other Persons . Unless approved by the Board of Directors
or unless contemplated by the Loan Agreement, assume, guarantee, endorse or otherwise become directly or contingently liable on, or permit
any Subsidiary to assume, guarantee, endorse or otherwise become directly or contingently liable on (including, without limitation, liability by
way of agreement, contingent or otherwise, to purchase, to provide funds for payment, to supply funds to or otherwise invest in the debtor or

                                                                 Page 22 of 49
otherwise to assure the creditor against loss) any Indebtedness of any other Person, except for guaranties by endorsement of negotiable
instruments for deposit or collection in the ordinary course of business, and except for the guaranties of the permitted obligations of any
wholly-owned Subsidiary.

                            (iii)     Change in Nature of Business . Make or permit any Subsidiary to make, any material change in the nature
of its business as contemplated in written materials delivered to the Stockholders prior to the date hereof.

                            (iv)     Ownership of Subsidiaries . Unless approved by the Board of Directors, purchase or hold beneficially any
stock, other securities or evidences of Indebtedness in, or make any investment in any other Person unless it is wholly-owned, directly or
indirectly, by the Company.

                           (v)      Equity Incentives and Founders‘ Shares . Adopt or approve any incentive agreements, stock purchase or
stock option plans, advisory board incentive plans, stock bonuses or awards or other equity incentive plans, or issue any capital stock, options
or warrants pursuant to such plans or otherwise to employees, directors, consultants or advisers, other than the Reserved Employee Shares.
Grant to any of its employees options or other rights to purchase Reserved Employee Shares unless authorized by vote of the Company‘s Board
of Directors (or its compensation committee). The Company shall not amend, modify or waive any provisions contained in any stock option
plan, stock purchase agreement, stock restriction agreement (including, without limitation, the Restricted Stock Agreements) or stock option
agreement involving employees, directors or consultants of the Company, without the consent of the Board of Directors (or the compensation
committee thereof). The Company shall not purchase shares of Preferred Stock from the Founders pursuant to the Restricted Stock Agreements
without the approval of the Board of Directors (which approval shall include the affirmative vote or consent of a majority of the Preferred
Directors).

                            (vi)     Dealings with Affiliates and Others . Other than as contemplated by this Agreement and transactions in
the ordinary course of business involving less than $25,000, enter into, after the date of this Agreement, any transaction, including, without
limitation, any loans or extensions of credit or royalty agreements, with any officer, director or Affiliate of the Company or any Subsidiary or
any member of their respective immediate families or any corporation or other entity directly or indirectly affiliated with one or more of such
officers, directors or members of their immediate families unless such transaction is approved in advance by a majority of the disinterested
members of the Board of Directors.

                         (vii)    Indebtedness . Except for Indebtedness incurred under the Loan Agreement, incur indebtedness for
borrowed money in an aggregate amount, at any one time outstanding, exceeding $1,250,000.

                  (c)       Reporting Requirements . Until the consummation of a Qualified Public Offering, the Company will furnish the
following to the Qualified Stockholders:

                                                                 Page 23 of 49
                           (i)      Monthly Reports : as soon as available and in any event within 30 days after the end of each calendar
month, unaudited financial statements of the Company and its Subsidiaries as of the end of such month and statements of income and retained
earnings of the Company and its Subsidiaries for such month and for the period commencing at the end of the previous fiscal year and ending
with the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the
preceding fiscal year, and including comparisons to monthly budgets, a cash flow analysis for such month, a schedule showing each
expenditure of a capital nature during such month, and a summary discussion of the Company‘s principal functional areas, all in reasonable
detail;

                            (ii)     Quarterly Reports : as soon as available and in any event within 45 days after the end of each of the first
three quarters of each fiscal year of the Company, unaudited financial statements of the Company and its Subsidiaries as of the end of such
quarter and statements of income and cash flows of the Company and its Subsidiaries for such quarter and for the period commencing at the
end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures
for the corresponding period of the preceding fiscal year, and including comparisons to quarterly budgets and a summary discussion of the
Company‘s principal functional areas, all in reasonable detail and duly certified by the chief financial officer of the Company as having been
prepared in accordance with generally accepted accounting principles consistently applied (subject to year-end audit adjustments);

                            (iii)      Annual Reports : as soon as available and in any event within 120 days after the end of each fiscal year of
the Company, a copy of the annual audit report for such year for the Company and its Subsidiaries, including therein consolidated balance
sheets of the Company and its Subsidiaries as of the end of such fiscal year and consolidated statements of income of the Company and its
Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, all such
consolidated statements to be duly certified by the chief financial officer of the Company and by such independent public accountants of
recognized national standing approved by a majority of the Board of Directors;

                              (iv)      Budgets : as soon as available after approval by the Board of Directors and in any event within 30 days
before the start of a fiscal year, a business plan and monthly operating budgets for the forthcoming fiscal year;

                            (v)       Written Reports : promptly upon receipt or publication thereof, any written reports submitted to the
Company by independent public accountants in connection with an annual or interim audit of the books of the Company and its Subsidiaries
made by such accountants or by consultants or other experts in connection with such consultant‘s or other expert‘s review of the Company‘s
operations or industry, and written reports prepared by the Company to comply with other investment or loan agreements;

                          (vi)       Notice of Proceedings :    promptly after the commencement thereof, notice of all actions, suits, litigations
and proceedings pending or, to the knowledge of the

                                                                  Page 24 of 49
Company, threatened against the Company affecting any of its respective properties or assets, or actions, suits, litigations or proceedings
known to the Company against any officer, director, Key Employee or holder of more than 5% of the capital stock of the Company relating to
such person‘s performance of duties for the Company or relating to his stock ownership in the Company or otherwise relating to the business of
the Company including, without limiting their generality, actions pending or, to the knowledge of the Company, threatened involving the prior
employment of any of the Company‘s officers or employees in their use in connection with the Company‘s business of any information or
techniques allegedly proprietary to any of their former employees, or any event or condition on the basis of which such litigation, proceeding or
investigation might properly be instituted before any court or governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign, affecting the Company or any Subsidiary;

                            (vii)      Stockholders‘ and SEC Reports : promptly upon sending, making available, or filing the same, such
reports and financial statements as the Company or any Subsidiary shall send or make available to the stockholders of the Company or file with
the Commission; and

                            (viii)      Other Information : such other information respecting the business, properties or the condition or
operations, financial or other, of the Company or any of its Subsidiaries as any such Qualified Stockholder may from time to time reasonably
request.

        The holders of Restricted Stock hereby covenant and agree that all of the information disclosed to such holders pursuant to the
provisions of this Section 13(c) shall be treated in accordance with Section 13(a)(ii) of this Agreement.

        14.          Representations and Warranties of the Company . The Company represents and warrants to you as follows:

                    (a)      The execution, delivery and performance of this Agreement by the Company have been duly authorized by all
requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Certificate of
Incorporation or by-laws of the Company or any provision of any indenture, agreement or other instrument to which it or any or its properties
or assets is bound, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture,
agreement or other instrument or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of
the properties or assets of the Company.

                  (b)     This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding
obligation of the Company, enforceable in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy,
insolvency, moratorium, reorganization and similar laws affecting creditors‘ rights generally and to general equitable principles.

                                                                   Page 25 of 49
        15.          Miscellaneous .

                  (a)      All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the respective successors and assigns of the parties hereto (including without limitation permitted transferees of any
Preferred Stock, Conversion Shares, Founder Stock or Restricted Stock), whether so expressed or not.

                   (b)      Any notices or other communication required to be sent or given hereunder by any of the parties shall in every case
be in writing and shall be deemed properly served if (a) delivered personally, (b) sent by certified U.S. Mail, with first class postage prepaid,
return receipt requested, (c) delivered by a recognized overnight courier service or (d) sent by facsimile transmission with a confirmation copy
sent by overnight courier, with confirmation of receipt requested in each case, to the parties at the addresses and/or telecopy numbers as set
forth below or at such other addresses and/or telecopy number as may be furnished in writing by any party pursuant to this Section 15(b)
(except that notices of changes of address or telecopy number shall only be effective upon receipt):

                   if to the Company or any other party hereto, at the address of such party set forth in Schedule I hereto or set forth next to
such party‘s signature, with a copy sent to such party‘s legal counsel designated on such Schedule or next to such signature, if applicable; and

                  if to any subsequent holder of Preferred Stock, Conversion Shares, Founder Stock or Restricted Stock, to it at such address
as may have been furnished to the Company in writing by such holder.

Date of service of such notice shall be (w) the date such notice is personally delivered, (x) three (3) days after the date of mailing if sent by
certified mail, (y) two (2) days after date of delivery to the overnight courier if sent by overnight courier (as evidenced by a written receipt from
the courier) or (z) the next succeeding business day after transmission by facsimile.

                  (c)    This Agreement shall be construed and enforced in accordance with and governed by the laws of the General
Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed
in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of laws.

                  (d)    In addition to any other consent that may be required hereunder, this Agreement may not be amended or modified,
and no provision hereof may be waived, without the written consent of (i) the Company and (ii) the Requisite Investors; provided, however ,
that (w) no amendment, modification or waiver may treat one Stockholder more adversely than any other Stockholder without the consent of
such Stockholder, (x) for so long as IVP does not own any Preferred Stock, no amendment, modification or waiver of any rights of IVP
hereunder may treat IVP more adversely than any other Stockholder without the consent of IVP, (y) no provision herein that requires the
consent of greater than fifty eight percent (58%) of the Conversion Shares in order to amend, modify or waive such provision shall be
amended, modified or waived without the written consent of holders of such greater percentage of

                                                                   Page 26 of 49
Conversion Shares and (z) no provision herein that requires the consent of at least fifty eight percent (58%) of the Conversion Shares (including
the affirmative vote or written consent of at least one Founder) in order to amend, modify or waive such provision shall be amended, modified
or waived without the written consent of holders of at least fifty eight percent (58%) of the Conversion Shares (including the affirmative vote
or written consent of at least one Founder).

                  (e)      This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

                  (f)      All shares held or acquired by affiliated entities or persons shall be aggregated together for the purpose of
determining the availability of any rights under this Agreement.

                    (g)     If requested in writing by the underwriters for the initial underwritten public offering of securities of the Company,
IVP and each Stockholder who is a party to this Agreement hereby agrees, and shall enter into an agreement with such underwriters, whereby it
agrees, not to sell, disposes of, loan, pledge or grant any rights with respect to any shares of Restricted Stock or any other shares of Common
Stock or any securities convertible into or exchangeable or exercisable for Common Stock (other than shares of Restricted Stock or other shares
of Common Stock being registered in such offering), without the consent of such underwriters, for a period not to exceed 180 days following
the effective date of the registration statement relating to such offering; provided , however , that (i) all persons entitled to registration rights
with respect to shares of Common Stock who are not parties to this Agreement, all other persons selling shares of Common Stock in such
offering, all persons holding in excess of 1% of the capital stock of the Company on a fully diluted basis and all executive officers and directors
of the Company shall also have agreed not to sell publicly their Common Stock under the circumstances and pursuant to the terms set forth in
this Section 15(g) and (ii) any such lock-up agreement shall provide that if the managing underwriter releases any shares from the lock-up with
respect to such offering prior to the scheduled expiration date, the managing underwriter shall contemporaneously release a pro rata portion of
the Stockholders‘ Restricted Stock from such lock-up. Notwithstanding the foregoing, the holders of at least fifty eight percent (58%) of the
Conversion Shares may waive, on behalf of all holders of Restricted Stock, the provisos set forth in clauses (i) and (ii).

                    (h)    Notwithstanding the provisions of Section 7(a), for a period not to exceed 90 days, the Company shall not be
obligated to prepare and file a registration statement pursuant to Section 7(a) at any time when the Company, in its good faith judgment after
consultation with counsel, reasonably believes and delivers a certificate signed by the President or Chief Executive Officer stating that the
filing thereof at the time requested, or the offering of Restricted Stock pursuant thereto, would materially and adversely affect (i) the
Company‘s ability to consummate a pending transaction that is material to the business of the Company and its Subsidiaries taken as a whole or
(ii) (A) a pending or scheduled public offering of the Company‘s securities, (B) an acquisition, merger, recapitalization, consolidation,
reorganization or similar transaction by or of the Company, (C) pre-existing and continuing negotiations, discussions or pending proposals with
respect to any of the transactions described in clause (B) of this sentence, or (D) the

                                                                   Page 27 of 49
financial condition of the Company in view of the disclosure of any pending or threatened litigation, claim, assessment or governmental
investigation which may be required thereby; and the failure to disclose any material information with respect to the foregoing clauses
(A) through (D) would cause a violation of the Securities Act or the Exchange Act; provided , however , that the Company may not utilize this
right more than once in any twelve (12) month period.

                           (i)    The Company shall not grant to any third party any registration rights more favorable than or inconsistent
with any of those contained herein, so long as any of the registration rights under this Agreement remains in effect.

                            (j)     If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such illegality,
invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable
any other provision of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid or unenforceable provision were
not contained herein.

                            (k)      Wherever in this Agreement there is a reference to a specific number of shares of Common Stock or
Preferred Stock or Restricted Stock of the Company, then, upon the occurrence of any subdivision, combination or stock dividend of such class
or series of stock occurring after March 22, 2010, the specific number of shares so referenced in this Agreement shall automatically be
proportionally adjusted to reflect the affect on the outstanding shares of such class or series of stock by such subdivision, combination or stock
dividend.

                                                           [ Signature pages follow ]

                                                                 Page 28 of 49
         IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amended and Restated Investor Rights Agreement to be executed
as an instrument under seal as of the date first above written.

                                                            **********

COMPANY :
KAYAK SOFTWARE CORPORATION
BY:     /s/ Steve Hafner
Name: Steve Hafner
Title: CEO

                                          Signature Page to the Investor Rights Agreement
FOUNDERS :
/s/ Daniel Stephen Hafner
Daniel Stephen Hafner

/s/ Paul English
Paul English

/s/ Jean English
Jean English

/s/ Paul M. English
Paul M. English 2009 Charitable Remainder Unitrust I

/s/ Paul M. English
Paul M. English 2009 Charitable Remainder Unitrust II

                                            Signature Page to the Investor Rights Agreement
INVESTORS:
GENERAL CATALYST GROUP II, L.P .                                     GENERAL CATALYST GROUP III, L.P.
By:    General CATALYST Partners II, L.P                             BY: General Catalyst Partners III, L.P.
Its General Partner                                                  Its General Partner
BY: General Catalyst GP II, LLC                                      BY: General Catalyst GP III, LLC
Its General Partner                                                  Its General Partner
By:     /s/ William J. Fitzgerald                                    By:     /s/ William J. Fitzgerald
Name: William J. Fitzgerald                                          Name: William J. Fitzgerald
Title: Member and Chief Financial Officer                            Title: Member and Chief Financial Officer
GC ENTREPRENEURS FUND II, L.P.                                       GC ENTREPRENEURS FUND III, L.P.
By: General Catalyst Partners II, L.P.                               By: General Catalyst Partners III, L.P.
Its General Partner                                                  Its General Partner
By: General Catalyst GP II, LLC                                      By: General Catalyst GP III, LLC.
Its General Partner                                                  Its General Partner
By:     /s/ William J. Fitzgerald                                    By:     /s/ William J. Fitzgerald
Name: William J. Fitzgerald                                          Name: William J. Fitzgerald
Title: Member and Chief Financial Officer                            Title: Member and Chief Financial Officer

GENERAL CATALYST GROUP V, L.P.                                       GC ENTREPRENEURS FUND V, L.P.
By: General Catalyst Partners V, L.P.                                By: General Catalyst Partners V, L.P.
Its General Partner                                                  Its General Partner
By: General Catalyst GP V, LLC                                       By: General Catalyst GP V, LLC
Its General Partner                                                  Its General Partner
By:     /s/ William J. Fitzgerald                                    By:     /s/ William J. Fitzgerald
Name: William J. Fitzgerald                                          Name: William J. Fitzgerald
Title: Member and Chief Financial Officer                            Title: Member and Chief Financial Officer

                                            Signature Page to the Investor Rights Agreement
GENERAL CATALYST GROUP V
SUPPLEMENTAL, L.P.
By: General Catalyst Partners V, L.P.
Its General Partner
By: General Catalyst GP V, LLC
Its General Partner
By:     /s/ William J. Fitzgerald
Name: William J. Fitzgerald
Title: Member and Chief Financial Officer

                                            Signature Page to the Investor Rights Agreement
SEQUOIA CAPITAL XI
SEQUOIA TECHNOLOGY PARTNERS XI
SEQUOIA CAPITAL XI PRINCIPALS
FUND

By: SC XI Management, LLC
A Delaware Limited Liability Company
General Partner of Each

By:       /s/ Michael Moritz
Name: Michael Moritz
Title : Managing Member

SEQUOIA CAPITAL GROWTH FUND III
SEQUOIA CAPITAL GROWTH PARTNERS III
SEQUOIA CAPITAL GROWTH III PRINCIPALS
FUND

By: SCGF III Management, LLC
   A Delaware Limited Liability Company
   General Partner of Each

By:        /s/ Michael Moritz
Name: Michael Moritz
Title: Managing Member

                                          Signature Page to the Investor Rights Agreement
/s/ Greg Slyngstad
Greg Slyngstad

                     Signature Page to the Investor Rights Agreement
/s/ Daniel Stephen Hafner
Daniel Stephen Hafner

                            Signature Page to the Investor Rights Agreement
/s/ Paul English
Paul English

/s/ Jean English
Jean English

                   Signature Page to the Investor Rights Agreement
ACCEL LONDON II L.P.
By: Accel London II Associates L.P.
Its: General Partner
By: Accel London II Associates L.L.C.
Its: General Partner
By: (illegible)
Name:
Title: Attorney in Fact

ACCEL LONDON INVESTORS 2006 L.P.
By: Accel London II Associates L.P.
Its: General Partner
By: (illegible)
Name:
Title: Attorney in Fact

                                        Signature Page to the Investor Rights Agreement
GOLDHILL VENTURE LENDING 03, L.P.

By:
Name:
Title:

INSTITUTIONAL VENTURE PARTNERS XII, L.P.

By: Institutional Venture Management XII, LLC
Its: General Partner
By:              (illegible)
              Managing Director

Address:
3000 Sand Hill Road
Building 2, Suite 250
Menlo Park, CA 94025
Facsimile: (650) 854-5762
                                              Schedule I

Investors :

General Catalyst Group II, L.P.
GC Entrepreneurs Fund II, L.P.
General Catalyst Group III, L.P.
GC Entrepreneurs Fund III, L.P.
General Catalyst Group V, L.P.
General Catalyst Group V Supplemental, L.P.
GC Entrepreneurs Fund V, L.P.
20 University Road, Suite 450
Cambridge, MA 02138
Fax: (617) 234-7040
Attn: Joel Cutler

Sequoia Capital Growth Fund III
Sequoia Capital Growth Partners III
Sequoia Capital Growth III Principals Fund
Sequoia Capital XI
Sequoia Technology Partners XI
Sequoia Capital XI Principals Fund
3000 Sand Hill Road
Bldg 4, Suite 180
Menlo Park, CA 94025

America Online, Inc.
22000 AOL Way
Dulles, VA 20166
Attn: Deputy General Counsel
Fax: (703) 265-1105

Daniel Stephen Hafner
2347 Bronson Road
Fairfield, CT 06824
Fax: (203) 8993125

Paul English
204 Pleasant Street
Arlington, MA 02474
Fax: (781) 648-1500

Jean English
204 Pleasant Street
Arlington, MA 02474
Fax: (781) 648-1500
Greg Slyngstad
1736 W. Beaver Lake Drive SE
Sammamish, WA 98075
Fax: (425) 837-9403

Accel London II, L.P.
Accel London Investors 2006 L.P.
428 University Avenue
Palo Alto, CA 94301-1812
Fax: (650) 614-4880
Attn: Richard Zamboldi

Notices also sent to

Accel Partners
16 St. James‘s Street
London SW1A 1ER
United Kingdom
Fax: +44 (0) 20 7170 1099
Attn: Jonathan Biggs
Attn: Harry Nelis

Norwest Venture Partners VII-A
Norwest Venture Partners X, LP
525 University Avenue
Palo Alto, Ca. 94301
650.321.8000

Oak Investment Partners XII, Limited Partnership
One Gorham Island
Westport, CT 06880
Attn: Iftikar A. Ahmed

Tenaya Capital V, L.P.
Tenaya Capital V V-P, L.P.
Tenaya Capital B, LP
2965 Woodside Road, Suite A
Woodside, CA 94062

Trident Capital Fund-V, L.P
Trident Capital Fund-V Affiliates Fund, L.P.
Trident Capital Fund-V Affiliates Fund (Q), L.P.
Trident Capital Fund-V Principals Fund, L.P.
Trident Capital Parallel Fund-V, C.V.
505 Hamilton Ave, Suite 200
Palo Alto, CA 94301

Gold Hill Venture Lending 03, L.P.
Two Newton Executive Park, Suite 203
Newton, MA 02462
Founders:

Daniel Stephen Hafner
2347 Bronson Road
Fairfield, CT 06824
Fax: (203) 899-3125

Paul English
204 Pleasant Street
Arlington, MA 02474

Jean English
204 Pleasant Street
Arlington, MA 02474

Paul M. English 2009 Charitable Remainder Unitrust I
c/o Paul English
204 Pleasant Street
Arlington, MA 02474

Paul M. English 2009 Charitable Remainder Unitrust II
c/o Paul English
204 Pleasant Street
Arlington, MA 02474
                Exhibit A

Non-Disclosure and Developments Agreement
                                                                                                                                   Exhibit 4.4
                                                      FIRST AMENDMENT TO THE

                              SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

      THIS FIRST AMENDMENT TO THE SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this ―
Amendment ‖) made as of the 1st day of October 2010, by and among (i) Kayak Software Corporation, a Delaware corporation (the
―Company‖), (ii) those persons and entities listed under the heading ―Investors‖ on Schedule I hereto (the ―Investors‖) and (iii) those persons
listed under the heading ―Founders‖ on Schedule I hereto (the ― Founders ‖). Capitalized terms not defined herein shall have the meanings
ascribed to them in the Investor Rights Agreement (as defined below).

                                                              WITNESSETH:

     WHEREAS, the Company, the Investors and the Founders have heretofore entered into a Sixth Amended and Restated Investor Rights
Agreement, dated as of March 22, 2010 (together with all exhibits thereto, the ― Agreement ‖) and

     WHEREAS, the Company, the Investors and the Founders have mutually agreed to amend a certain provision contained in the
Agreement.

     NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and legal sufficiency of which is hereby
acknowledged, the Company, the Investors and the Founders hereby agree as follows:

     1.         Section 1 . Section 1 of the Agreement is hereby amended by deleting in its entirety the definition of ―Reserved Employee
Shares‖ found therein and replacing it with the following:

     ― Reserved Employee Shares ‖ shall mean up to 12,000,000 shares of Common Stock (appropriately adjusted to reflect stock splits, stock
     dividends, combinations of shares and the like with respect to the Common Stock occurring after March 22, 2010) reserved by the
     Company from time to time for (i) the sale or issuance of shares of Common Stock to employees, consultants or non-employee directors
     of the Company or (ii) the issuance and/or exercise of options to purchase Common Stock granted to employees, consultants or
     non-employee directors of the Company, all pursuant to arrangements approved by the Board of Directors and the Series A Directors.

      2. Effect of Amendment . This Amendment will be effective in accordance with Section 15(d) of the Agreement upon execution by
Company, the Investors and the Founders. Except as expressly provided herein and as amended hereby, the Agreement shall remain in full
force and effect in accordance with its terms.

     3. Counterparts . This Amendment may be executed in counterparts.
     IN WITNESS WHEREOF, the Company, the Investors and the Founders have executed this First Amendment to the Sixth Amended
and Restated Investor Rights Agreement as of the date first above written.

COMPANY :

KAYAK SOFTWARE CORPORATION

By:       /s/ Daniel Stephen Hafner
Name:     Daniel Stephen Hafner
Title:    President

                                 Signature Page to the 1st Amendment to the Investor Rights Agreement
FOUNDERS :

/s/ Daniel Stephen Hafner
Daniel Stephen Hafner

/s/ Paul English
Paul English

/s/ Jean A. English
Jean A. English

The Paul M. English 2009 Charitable Remainder Unitrust I

By: /s/ Paul M. English
Name: Paul M. English, Trustee

By: /s/ Jean A. English
Name: Jean A. English, Trustee

The Paul M. English 2009 Charitable Remainder Unitrust II

By: /s/ Paul M. English
Name: Paul M. English, Trustee

By: /s/ Jean A. English
Name: Jean A. English, Trustee

                                  Signature Page to the 1st Amendment to the Investor Rights Agreement
INVESTORS:
GENERAL CATALYST GROUP II, L.P.                                           GENERAL CATALYST GROUP III, L.P.

By: General Catalyst Partners II, L.P.                                    By: General Catalyst Partners III, L.P.
Its General Partner                                                       Its General Partner

By: General Catalyst II, LLC                                              By: General Catalyst GP III, LLC
Its General Partner                                                       Its General Partner

By:     /s/ William J. Fitzgerald                                         By:     /s/ William J. Fitzgerald
Name: William J. Fitzgerald                                               Name: William J. Fitzgerald
Title: Member and Chief Financial Officer                                 Title: Member and Chief Financial Officer

GC ENTREPRENEURS FUND II, L.P.                                            GC ENTREPRENEURS FUND III, L.P.

By: General Catalyst Partners II, L.P.                                    By: General Catalyst Partners III, L.P.
Its General Partner                                                       Its General Partner

By: General Catalyst GP II, LLC                                           By: General Catalyst GP III, LLC
Its General Partner                                                       Its General Partner

By:     /s/ William J. Fitzgerald                                         By:     /s/ William J. Fitzgerald
Name: William J. Fitzgerald                                               Name: William J. Fitzgerald
Title: Member and Chief Financial                                         Title: Member and Chief Financial Officer
Officer

GENERAL CATALYST GROUP V,
L.P.                                                                      GC ENTREPRENEURS FUND V, L.P.

By: General Catalyst Partners V, L.P.                                     By: General Catalyst Partners V, L.P.
Its General Partner                                                       Its General Partner

By: General Catalyst GP V, LLC                                            By: General Catalyst GP V, LLC
Its General partner                                                       Its General partner

By:     /s/ William J. Fitzgerald                                         By:     /s/ William J. Fitzgerald
Name: William J. Fitzgerald                                               Name: William J. Fitzgerald
Title: Member and Chief Financial                                         Title: Member and Chief Financial Officer
Officer

GENERAL CATALYST GROUP V
SUPPLEMENTAL, L.P.

By: General Catalyst Partners V, L.P.
Its General Partner

By: General Catalyst GP V, LLC
Its General Partner

By: /s/ William J. Fitzgerald
Name: William J. Fitzgerald
Title: Member and Chief Financial Officer

                                    Signature Page to the 1st Amendment to the Investor Rights Agreement
INVESTORS:

SEQUOIA CAPITAL XI
SEQUOIA TECHNOLOGY PARTNERS XI
SEQUOIA CAPITAL XI PRINCIPALS FUND

By: SC Xl Management, LLC
A Delaware Limited Liability Company
General Partner of Each

By:     /s/ Michael Moritz
Name: Michael Moritz
Title: Managing Member
SEQUOIA CAPITAL GROWTH FUND III
SEQUOIA CAPITAL GROWTH PARTNERS III
SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND

By: SCGF III Management, LLC
     A Delaware Limited Liability Company
     General Partner of Each

By:     /s/ Michael Moritz
Name: Michael Moritz
Title: Managing Member

                                Signature Page to the 1st Amendment to the Investor Rights Agreement
INVESTOR:

/s/ Greg Slyngstad
Greg Slyngstad

                     Signature Page to the 1st Amendment to the Investor Rights Agreement
INVESTOR:

/s/ Daniel Stephen Hafner
Daniel Stephen Hafner

                            Signature Page to the 1st Amendment to the Investor Rights Agreement
INVESTOR:

/s/ Paul English
Paul English

/s/ Jean A. English
Jean A. English

                      Signature Page to the 1st Amendment to the Investor Rights Agreement
INVESTORS:

ACCEL LONDON II L.P.

By: Accel London II Associates L.P.
Its: General Partner

By: Accel London II Associates L.L.C.
Its: General Partner

By: (illegible)
Name:
Title: Attorney in Fact

ACCEL LONDON INVESTORS 2006 L.P.

By: Accel London II Associates L.L.C.
Its: General Partner

By: (illegible)
Name:
Title: Attorney in Fact

                                  Signature Page to the 1st Amendment to the Investor Rights Agreement
INVESTORS:

TRIDENT CAPITAL FUND-V, L.P
TRIDENT CAPITAL FUND-V AFFILIATES FUND, L.P.
TRIDENT CAPITAL FUND-V AFFILIATES FUND (Q), L.P.
TRIDENT CAPITAL FUND-V PRINCIPALS FUND, L.P.
TRIDENT CAPITAL PARALLEL FUND-V, C.V.

Executed on behalf of the foregoing funds
by the undersigned, as an authorized signatory
of the respective general partner of each such fund:



   (signature)


           (print name)

                                    Signature Page to the 1st Amendment to the Investor Rights Agreement
INVESTORS:

NORWEST VENTURE PARTNERS VII-A, LP                                     NORWEST VENTURE PARTNERS X, LP

By: Itasca VC Partners VII-A, LLC                                      By: Genesis VC Partners X, LLC
Its General Partner                                                    Its General Partner

By:                                                                    By:
Name:                                                                  Name:
Title:                                                                 Title:

                                    Signature Page to the 1st Amendment to the Investor Rights Agreement
INVESTOR:

OAK INVESTMENT PARTNERS XII, LIMITED PARTNERSHI
P

By: Oak Associates XII, LLC, its General Partner

By:                                    /s/ Iftikar A. Ahmed
Name: Iftikar A. Ahmed
Title: Managing Member

                                  Signature Page to the 1st Amendment to the Investor Rights Agreement
INVESTORS:

TENAYA CAPITAL V, L.P.
By:     Tenaya Capital V GP, L.P., its General Partner
By:     Tenaya Capital V GP, LLC, its General Partner
By:
Name:
Title:


TENAYA CAPITAL V-P, L.P.
By:     Tenaya Capital V GP, L.P., its General Partner
By:     Tenaya Capital V GP, LLC, its General Partner
By:
Name:
Title:


TENAYA CAPITAL B, LP
By:
By:
Name:
Title:

                                Signature Page to the 1st Amendment to the Investor Rights Agreement
INVESTOR:

SILICON VALLEY BANK

By:

Name:
Title:

                      Signature Page to the 1st Amendment to the Investor Rights Agreement
INVESTORS:

GOLDHILL VENTURE LENDING 03, L.P.

By:

Name:
Title:

                          Signature Page to the 1st Amendment to the Investor Rights Agreement
INSTITUTIONAL VENTURE PARTNERS XII, L.P.

By: Institutional Venture Management XII, LLC
Its General Partner

By:                   (illegible)

Name:
Title:

                                    Signature Page to the 1st Amendment to the Investor Rights Agreement
                                                               Schedule I

Investors :

General Catalyst Group II, L.P.
GC Entrepreneurs Fund II, L.P.
General Catalyst Group III, L.P.
GC Entrepreneurs Fund III, L.P.
General Catalyst Group V, L.P.
General Catalyst Group V Supplemental, L.P.
GC Entrepreneurs Fund V, L.P.
20 University Road, Suite 450
Cambridge, MA 02138
Fax: (617) 234-7040
Attn: Joel Cutler

Sequoia Capital Growth Fund III
Sequoia Capital Growth Partners III
Sequoia Capital Growth III Principals Fund
Sequoia Capital XI
Sequoia Technology Partners XI
Sequoia Capital XI Principals Fund
3000 Sand Hill Road
Bldg 4, Suite 180
Menlo Park, CA 94025

America Online, Inc.
22000 AOL Way
Dulles, VA 20166
Attn: Deputy General Counsel
Fax: (703) 265-1105

Daniel Stephen Hafner
1316 Pequot Avenue
Southport, CT 06890
Fax: (203) 8993125

Paul English
204 Pleasant Street
Arlington, MA 02474
Fax: (781) 648-1500

Greg Slyngstad
1736 W. Beaver Lake Drive SE
Sammamish, WA 98075
Fax: (425) 837-9403

                                  Signature Page to the 1st Amendment to the Investor Rights Agreement
Accel London II, L.P.
Accel London Investors 2006 L.P.
428 University Avenue
Palo Alto, CA 94301-1812
Fax: (650) 614-4880
Attn: Richard Zamboldi

Notices also sent to

Accel Partners
16 St. James‘s Street
London SW1A 1ER
United Kingdom
Fax: +44 (0) 20 7170 1099
Attn: Jonathan Biggs
Attn: Harry Nelis

Norwest Venture Partners VII-A
Norwest Venture Partners X, LP
525 University Avenue
Palo Alto, Ca. 94301
650.321.8000

Oak Investment Partners XII, Limited Partnership
One Gorham Island
Westport, CT 06880
Attn: Iftikar A. Ahmed

Lehman Brothers Venture Partners V L.P.
Lehman Brothers Venture Partners V-P, L.P.
3000 Sand Hill Road, Building 3, Suite 190
Menlo Park, California 94025-7103

Tenaya Capital B, LP
3000 Sand Hill Road, Building 3, Suite 190
Menlo Park, California 94025-7103

Trident Capital Fund-V, L.P
Trident Capital Fund-V Affiliates Fund, L.P.
Trident Capital Fund-V Affiliates Fund (Q), L.P.
Trident Capital Fund-V Principals Fund, L.P.
Trident Capital Parallel Fund-V, C.V.
505 Hamilton Avye, Suite 200
Palo Alto, CA 94301

Gold Hill Venture Lending 03, L.P.
Two Newton Executive Park, Suite 203
Newton, MA 02462

The Paul M. English 2009 Charitable Remainder Unitrust I
204 Pleasant Street
Arlington, MA 02476

The Paul M. English 2009 Charitable Remainder Unitrust II
204 Pleasant Street
Arlington, MA 02476

                                   Signature Page to the 1st Amendment to the Investor Rights Agreement
Jean A. English
51 Winchester Road
Arlington, MA 02474

                      Signature Page to the 1st Amendment to the Investor Rights Agreement
Founders:

Daniel Stephen Hafner
1316 Pequot Avenue
Southport, CT 06890
Fax: (203) 899-3125

Paul English
204 Pleasant Street
Arlington, MA 02474

                        Signature Page to the 1st Amendment to the Investor Rights Agreement
                                                                                                                                       Exhibit 4.5

                                                      STOCKHOLDERS’ AGREEMENT

           STOCKHOLDERS‘ AGREEMENT (the “Agreement” ) made this 6th day of May, 2010 by and among (i) Kayak Software
Corporation, a Delaware corporation (the “Company” ), (ii) the holders of the Company‘s Common Stock, par value $0.001 per share (the
“Common Stock” ), whose names are set forth under the heading ―Holders‖ on Schedule I hereto and each person who shall, after the date
hereof, acquire shares of Common Stock from such Holders in accordance with the terms of this Agreement and join in and become a party to
this Agreement by executing and delivering to the Company an Instrument of Accession in the form set forth on Schedule 11 hereto (the
persons described in this clause (ii) being referred to collectively as the ― Holders ‖ and singularly as a ― Holder ‖ ) and (iii) those persons
whose names are set forth under the heading ―Investors‖ on Schedule I hereto as the same may be modified from time to time pursuant to
Section 18 (the persons described in this clause (iii) being referred to collectively as the ― Investors ‖ ). Capitalized terms used but not defined
in this Agreement shall have the meanings ascribed thereto in the Stock Purchase Agreement, dated as of the date hereof, by and among the
Company, the Holders and the Seller Representative (as defined therein) (the ― Purchase Agreement’ ).


                                                                 WITNESSETH:

           WHEREAS , the Company has agreed to issue to the Holders an aggregate of up to Eight Hundred Twenty Five Thousand
(825,000) shares of Common Stock pursuant to the Purchase Agreement;

            WHEREAS, the execution and delivery of the Agreement by the Company and the Holders is a condition precedent to the
obligations of Company and the Holders, respectively, under the Purchase Agreement; and

            WHEREAS, each Investor currently holds shares of the Company‘s (i) Series A Convertible Preferred Stock, par value $0.001 per
share (the ― Series A Stock ‖ ), (ii) Series A-1 Convertible Preferred Stock, par value $0.001 per share (the ― Series A-1 Stock ‖ , and
collectively with the Series A Stock, the ― Series A Preferred Stock ‖ ), (iii) Series B Convertible Preferred Stock, par value $0.001 per share
(the ― Series B Stock ‖ ), (iv) Series B-I Convertible Preferred Stock, par value $0.001 per share (the ― Series B-1 Stock ‖ , and collectively
with the Series B Stock, the ― Series B Preferred Stock ‖ ), (v) Series C Convertible Preferred Stock, par value $0.001 per share (the ― Series
C Preferred Stock ‖ ) and/or (vi) Series D Convertible Preferred Stock, par value $0.001 per share (the ― Series D Stock ,‖ and collectively
with the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and any other shares of Preferred Stock of the
Company issued after the date hereof, the ― Convertible Preferred Stock ‖ );

          NOW, THEREFORE , for good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged,
the Company and the Holders hereby agree as follows:

      1. Prohibited Transfers . The Holders shall not sell, assign, transfer, pledge, hypothecate, mortgage or dispose of, by gift or otherwise, or
in any way encumber, all or any

                                                                   Page 1 of 33
part of the Shares (as hereinafter defined) owned by them except in compliance with the terms of this Agreement. For purposes of this
Agreement, the term ― Shares ‖ shall mean only those shares of Common Stock acquired by the Holders pursuant to the Purchase Agreement.
The Company shall not transfer on its books any Shares which are subject to this Agreement unless the provisions hereof have been complied
with in full. Any purported transfer by a Holder of Shares without full compliance with the provisions of this Agreement shall be null and void.

             2. Right of First Refusal on Dispositions by the Holders . If at any time any Holder wishes to sell, assign, transfer or otherwise
dispose of any or all Shares owned by such Holder to a third party, such Holder shall submit a written offer to sell such Shares to the Company
and the Investors on terms and conditions, including price, not less favorable to the Company and the Investors than those on which such
Holder proposes to sell such Shares to such third party (the ― Offer ‖ ). The Offer shall disclose the identity of the proposed purchaser or
transferee, the Shares proposed to be sold or transferred (the ― Offered Shares ‖ ), the agreed terms of the sale or transfer, including price, and
any other material facts relating to the sale or transfer. The Investors shall, subject to the first sentence of Section 3, have the right to purchase,
on the same terms and conditions set forth in the Offer, that portion of the Offered Shares to be determined in the manner set forth herein. Each
Investor shall have the right to purchase up to that number of Offered Shares as shall be equal to the aggregate Offered Shares multiplied by a
fraction, the numerator of which is the number of shares of Common Stock issued or issuable to such Investor upon the conversion of all shares
of Convertible Preferred Stock held by such Investor (the ― Conversion Shares ‖ ) and the denominator of which is the aggregate number of
Conversion Shares held by all Investors. The number of Offered Shares each Investor or Qualified Transferee, as that term is defined below, is
entitled to purchase under this Section 2 shall be referred to as such Investor‘s ― Pro Rata Fraction .‖ Each Investor shall have the right to
transfer its right to any Pro Rata Fraction or part thereof to any Qualified Transferee (as defined below). In the event an Investor does not wish
to purchase or to transfer its right to purchase its Pro Rata Fraction, then any Investors who so elect shall have the right to purchase, on a pro
rata basis with any other Investors who so elect, any Pro Rata Fraction not purchased by an Investor or Qualified Transferee. Each Investor
shall act upon the Offer as soon as practicable after receipt of the Offer, and in all events within fifteen (15) days after receipt of the Offer.
Each Investor shall have the right to accept the Offer as to all or part of the Offered Shares. In the event that an Investor shall elect to purchase
all or part of the Offered Shares covered by the Offer, said Investor shall individually communicate in writing such election to purchase to
whichever of the Holders has made the Offer, which communication shall be delivered in accordance with Section 11 below and shall, when
taken in conjunction with the Offer be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of the
Offered Shares covered thereby.

             If the Investors do not exercise their right to purchase all of the Offered Shares from a Holder within said fifteen-day period, such
Holder shall promptly notify the Company in writing (the ― Company Notice ‖) as to the number of Offered Shares which the Investors shall
not have agreed to purchase (the ― Remaining Shares ‖ ). Subject to the approval of the holders of at least fifty eight percent (58%) of the
votes attributable to all outstanding shares of Convertible Preferred Stock (voting as a separate class on an as-converted to Common Stock
basis) (the ― Requisite Investors ‖ ), the Company shall have the right to purchase any or all of the Remaining Shares on the same terms and
conditions as set forth in the Offer. If the Company elects to purchase any Remaining Shares, it shall notify the Holder within fifteen days after
receipt of the Company Notice (the ― Final Date ‖ ).

                                                                    Page 2 of 33
            For purposes of this Section 2, a ― Qualified Transferee ‖ of an Investor shall mean any person (i) who is an Investor, (ii) who is an
―affiliated person‖ of an Investor, as that term is defined in the Investment Company Act of 1940, (iii) who is a partner of an Investor, or
(iv) who previously acquired at least 250,000 shares of Convertible Preferred Stock (as adjusted for stock splits, stock dividends,
reclassifications, recapitalizations or other similar events).

             3. Right of Participation in Sales by Holders . In the event that the Investors and the Company do not exercise their rights under
Section 2 with respect to all of the Offered Shares, then the transferring Holder may, subject to the provisions of this Section 3, sell, assign,
transfer or otherwise dispose of the Offered Shares as to which neither the investors nor the Company exercised such rights (such shares, the ―
Final Remaining Shares ‖ ) to the third party named in the Offer (the ― Purchaser ‖ ). Before any such sale, assignment, transfer or other
disposition, each Investor shall have the right to require, as a condition to such sale or disposition, that the Purchaser purchase from said
Investor at the same price per Share (which shall be calculated on a Common Stock equivalent basis if the Stock (as defined in Section 6) to be
sold by an Investor is of a different class or series of stock from that of the Shares) and on the same terms and conditions as involved in such
sale or disposition by the Holder up to a number of shares of Stock as is equal to the product of (x) the number of Final Remaining Shares
proposed to be sold by the Holder, times (y) a fraction, the numerator of which is the number of Conversion Shares held by such Investor and
the denominator of which is the aggregate number of Conversion Shares held by all investors electing to participate in the sale pursuant to this
Section 3 plus the number of shares of Stock owned by the selling Holder (calculated on an as-converted to Common Stock basis). Each
Investor wishing so to participate in any such sale or disposition shall notify the selling Holder of such intention as soon as practicable after
receipt of the Offer made pursuant to Section 2, and in all events within fifteen (15) days after receipt of the Investor Notice. In the event that
an Investor shall elect to participate in such sale or disposition, said Investor shall individually communicate such election to the selling Holder,
which communication shall be delivered in accordance with Section 11 below. The Holder and/or each participating Investor shall sell to the
Purchaser all, or at the option of the Purchaser, any part of the Stock proposed to be sold by them at not less than the price and upon other terms
and conditions, if any, not more favorable to the Purchaser than those originally offered; provided, however, that any purchase of less than all
of such Stock by the Purchaser shall be made from the Holder and/or each participating Investor pro rata based on the number of shares such
Holder and/or Investors would otherwise be entitled to sell to such Purchaser pursuant to this Section 3. The selling Holder or Investor shall use
his or its reasonable best efforts to obtain the agreement of the Purchaser to the participation of the participating Investors in the contemplated
sale, and shall not sell any Stock to such Purchaser if such Purchaser declines to permit the participating Investors to participate pursuant to the
terms of this Section 3. The provisions of this Section 3 shall not apply to the sale of any Shares by a Holder to an Investor pursuant to an Offer
under Section 2.

                                                                   Page 3 of 33
            4. Compliance with Securities Laws . To the extent that (i) the Investors and the Company do not exercise their rights under
Section 2 or Section 3 with respect to any portion of the Offered Shares, and the transferring Holder intends to sell, assign, transfer or otherwise
dispose of any Final Remaining Shares to the Purchaser, or (ii) the transferring Holder intends to effect a permitted transfer in accordance with
Section 5 herein, then prior to any such proposed transfer or disposition of such Offered Shares, the holder or holders thereof shall provide the
notice described in Section 2, and each such notice shall, if requested by the Company, be accompanied by an opinion of counsel satisfactory to
the Company to the effect that the proposed transfer may be effected without registration under the Securities Act of 1933, as amended (the ―
Securities Act ‘) and any applicable state securities laws, whereupon, subject to any other restrictions on transfer contained herein, the holder of
such stock shall be entitled to transfer such stock in accordance with the terms of its notice; provided, however, that no such opinion of counsel
shall be required for (i) a transfer to one or more stockholders, partners or members of the transferor (in the case of a transferor that is a
corporation, partnership or a limited liability company, respectively), (ii) a transfer to an affiliated corporation (in the case of a transferor that is
a corporation) or (iii) a transfer to any Affiliate (as defined below) of any holder; provided, further, however, that any transferee other than a
transferee receiving such shares for no consideration shall execute and deliver to the Company a representation letter in form reasonably
satisfactory to the Company‘s counsel to the effect that the transferee is acquiring such shares for its own account, for investment purposes and
without any view to distribution thereof. Each certificate for Stock held by any Holder and transferred as above provided shall bear the legends
in substantially the form set forth in Section 14.

           For purposes of this Section 4, an ― Affiliate ‖ of any person means a person that, directly or indirectly, through one or more
intermediaries, controls, is controlled by or is under common control with the first mentioned person. A person shall be deemed to control
another person if such first person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies
of the second person, whether through the ownership of voting securities, by contract or otherwise. Without limiting the generality of the
foregoing, with respect to an Investor, Affiliate shall also include any person or entity which, directly or indirectly, controls, is controlled by or
is under common control with such Investor, including, without limitation, any general partner, officer or director of such Investor and any
fund now or hereafter existing which is controlled by one or more general partners of, or shares the same management company as, such
Investor.

             5. Permitted Transfers . Anything herein to the contrary notwithstanding, the provisions of Sections 2 and 3 shall not apply to (but,
for purposes of clarity, the provisions of Section 24 shall apply to): (a) any transfer of Shares to the Company by a Holder pursuant to Section 8
of this Agreement; (b) any sale or transfer by T-Online Venture Fund GmbH & Co. KG (― T- Venture ‖) to (i) Deutsche Telekom AG,
(H) affiliates of Deutsche Telekom AG or T-Venture Holding GmbH within the meaning of § 15 German Stock Corporation Act ( AktG ) or
(iii) funds managed or advised by T-Venture Holding GmbH; (c) any transfer of Shares by a Holder by gift or bequest or through inheritance
to, or for the benefit of, any member or members of his or her immediate family (which shall include any spouse, children or grandchildren) or
to a trust, partnership or limited liability company for the benefit of such Holder or such members of his or her immediate family; (d) any
transfer of Shares by a Holder to a trust in respect of which he or

                                                                     Page 4 of 33
she serves as trustee, provided that the trust instrument governing said trust shall provide that such Holder, as trustee, shall retain sole and
exclusive control over the voting and disposition of said Shares until the termination of this Agreement; (e) any sale of Common Stock in a
public offering pursuant to a registration statement filed by the Company with the Securities and Exchange Commission; and (f) any repurchase
of shares of Common Stock by the Company from officers, employees, directors or consultants of the Company which are subject to restrictive
stock purchase agreements under which the Company has the option to repurchase such shares at cost (or a lesser amount) upon the occurrence
of certain events.

           6. Election of Directors .

                   (a) Board Designation Rights; Initial Members . Each Holder hereby agrees to vote all of the Stock of the Company now
owned or hereafter acquired by such party (and attend, in person or by proxy, all meetings of stockholders called for the purpose of electing
directors), and agree to take all actions (including, but not limited, to the nomination of specified persons, the execution of written consents and
the calling of a stockholder meeting for the purpose of electing such specified persons) to cause and maintain the election to the Board of
Directors of the Company, to the extent permitted pursuant to the Company‘s Amended and Restated Certificate of Incorporation, as amended
from time to time (the ― Certificate of Incorporation ‖), the following:

                               (i) the then current Chief Executive Officer of the Company as one (1) of the Common Directors (as defined in
the Certificate of Incorporation);

                               (ii) one (1) person designated by mutual agreement of Daniel Stephen Hafner and Paul English, as the other
Common Director;

                              (iii) two (2) persons designated by the holders of at least seventy percent (70%) of the outstanding shares of the
Series A Preferred Stock, voting as a separate class on an as-converted to Common Stock basis (the ― Series A Designators ‖), as the two
Series A Directors (as defined in the Certificate of Incorporation);

                               (iv) one (1) person designated by the holders of at least a majority of the outstanding shares of the Series C
Stock, voting as a separate class (the ― Series C Designators ‖), as the Series C Director (as defined in the Certificate of Incorporation);

                                (v) for so long as Sequoia Capital Growth Fund III or one or more of its affiliates (as defined in Rule 501 of
Regulation D under the Securities Act) (― Sequoia ‖) holds at least 1,000,000 shares of the Company‘s Preferred Stock (as adjusted from time
to time to reflect any stock split, stock dividend, reverse stock split or similar event affecting the Preferred Stock), one (1) person designated by
Sequoia as the Series D Director (as defined in the Certificate of Incorporation). In the event Sequoia does not hold at least 1,000,000 shares of
the Company‘s Preferred Stock (as adjusted from time to time to reflect any stock split, stock dividend, reverse stock split or similar event
affecting the Preferred Stock), then, in lieu of Sequoia, the holders of at least a majority of the outstanding shares of the Series D Stock, voting
as a separate class, shall be entitled to designate one (1) person as the Series D Director. The individual, entity, or group of individuals and/or
entities who has the right to designate the Series D Director pursuant this Section 6(a)(v) shall be referred to herein as the ― Series D
Designator ‖; and

                                                                   Page 5 of 33
                              (vi) one (1) person designated jointly by the Series A Designators, the Series C Designators, and the Series D
Designator, each voting as a separate series, as the Remaining Director (as defined in the Certificate of Incorporation).

            For the purposes of this Agreement, (x) ― Stock ‖ shall mean and include all Convertible Preferred Stock and all shares of Common
Stock, and all other securities of the Company which may be exchangeable for, convertible into or issued in exchange for or in respect of shares
of Common Stock (whether by way of stock split, stock dividends, combination, reclassification, reorganization or any other means), (y) ―
Board Designee ‖ shall mean any individual who is designated for election to the Company‘s Board of Directors pursuant to this Section 6; and
(z) ― Designator ‖ or ― Designators ‖ shall mean, as applicable, any individual, entity, or group of individuals and/or entities who has the right
to designate one (1) or more Board Designees for election to the Company‘s Board of Directors pursuant to this Section 6.

                   (b) Removal: Successor Directors . In the absence of any designation from the appropriate Designator or Designators, the
Board Designee previously designated by them and then serving shall be reelected if still eligible to serve as provided herein. From time to time
during the term of this Agreement, a Designator or Designators may, in their sole discretion:

                         (i) elect to initiate the removal from the Company‘s Board of Directors of any incumbent Board Designee who
occupies a board seat for which such Designator or Designators are entitled to designate the Board Designee under Section 6(a), and/or

                        (ii) designate a new Board Designee for election to a board seat for which such Designator or Designators are entitled
to designate the Board Designee under Section 6(a) (whether to replace a prior Board Designee or to fill a vacancy in such board seat);
provided, however, that any new Board Designee designated by the Series A Designators, the Series C Designators and the Series D Designator
for the Remaining Director must be ratified by the holders of a majority of the outstanding shares of Common Stock, which ratification may not
be unreasonably withheld or delayed; provided further, however, no such ratification is required for any new Board Designee who has general
experience with marketing and the travel related e-commerce industry.

            In the event of an initiation of removal of a Board Designee pursuant to Section 6(b)(i), the Holders shall vote all of the Stock of the
Company now owned or hereafter acquired by them (and attend, in person or by proxy, all meetings of stockholders called for the purpose of
electing directors), and agree to take all actions to cause the removal from the Company‘s Board of Directors of the Board Designee or
Designees so designated for removal by the appropriate Designator or Designators; provided, however, in no event shall any party vote to
remove any Board Designee unless the appropriate Designator or Designators have so directed pursuant to Section 6(b)(i). In the event of
designation of a Board Designee pursuant to Section 6(b)(i), the

                                                                   Page 6 of 33
Holders shall vote all of the Stock of the Company now owned or hereafter acquired by them (and attend, in person or by proxy, all meetings of
stockholders called for the purpose of electing directors), and agree to take all actions to cause the election to the Company‘s Board of
Directors of any new Board Designee or Designees so designated for election to the Company‘s Board of Directors pursuant to Section 6(b)(ii).

            Without the consent of the Requisite Investors, the Holders hereby agree that they will not take any action, by vote or otherwise, to
increase the authorized number of directors constituting the Company‘s Board of Directors to more than seven (7) directors, unless the holders
of Convertible Preferred Stock are then entitled to elect, in addition to the two (2) Series A Directors described in Section 6(a)(iii) above and
one Series C Director described in Section 6(a)(iv) above, two additional Series A Directors and one additional Series C Director pursuant to
Article 4B, subparagraph 6C of the Certificate of Incorporation (the ― Additional Directors ‖), in which case the Company‘s Board of
Directors shall consist of no more than ten (10) members. If and for so long as the holders of Convertible Preferred Stock are entitled to elect
the Additional Directors pursuant to Article 4B, subparagraph 6C of the Certificate of Incorporation, the Holders agree to vote all of the Stock
of the Company now owned or hereafter acquired in favor of the election to the Board of Directors of two (2) persons designated from time to
time by the Series A Designators and one (1) person designated from time to time by the Series C Designators.

           7. Drag-Along Rights.

                     (a) lf (a) a majority of the members of the Company‘s Board of Directors and (b) the Requisite Investors approve a sale of
the Company or all or substantially all of the Company‘s assets, whether by means of a merger, consolidation, sale of stock, sale of assets or
otherwise (collectively, a ― Sale of the Company ‖), all Holders shall consent to and vote their Shares in favor of the Sale of the Company, and
if the Sale of the Company is structured as (i) a merger or consolidation of the Company, or a sale of all or substantially all of the Company‘s
assets, each Holder shall waive any dissenters‘ rights, appraisal rights or similar rights in connection with such merger, consolidation or asset
sale, or (ii) a sale of the stock of the Company, the Holders shall agree to sell their Shares on the terms and conditions approved by (x) a
majority of the members of the Company‘s Board of Directors and (y) the Requisite Investors; provided, however, that, (A) all proceeds from
such Sale of the Company shall be payable to the holders of the Company‘s capital stock in accordance with the Certificate of Incorporation,
including, without limitation, Article 4B, Paragraph 3 thereof, which entitles the holders of Convertible Preferred Stock to a liquidation
preference payment and other rights set forth therein, except that, at the discretion of the Company‘s Board of Directors, holders of shares of
Common Stock that are unvested on the date that the Sale of the Company is consummated may receive, in lieu of proceeds from the Sale of
the Company and in exchange for their unvested shares of Common Stock, unvested securities or options to acquire securities of the entity
surviving the Sale of the Company on an equitable basis, (B) except as set forth in the preceding clause (A), the terms of such Sale of the
Company applicable to holders of shares of each series of Convertible Preferred Stock, in their capacities as holders thereof, shall be no less
favorable than the terms applicable to the holders of all other series of Convertible Preferred Stock in their capacities as holders thereof and
(C) if the Requisite Investors are given the option

                                                                  Page 7 of 33
to choose the form of consideration to be received in such Sale of the Company on its Stock, the obligations of a Holder to approve the Sale of
the Company under this Section 7 shall be conditioned upon such Holder having received the same option. Subject to the terms and conditions
of Section 7(b), each Holder hereby irrevocably constitutes and appoints the Company and any representative or agent thereof with full power
of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Holder and in the
name of such Holder or in its own name, for the purpose of carrying out the terms of this Section 7, to take any and all appropriate action and to
execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 7. Such Holder
hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.

                  (b) Notwithstanding the foregoing, a Holder will not be required to comply with Section 7(a) above (and the power of
attorney as described in Section 7(a) shall not be effective or enforceable) in connection with any proposed Sale of the Company (the ―
Proposed Sale ‖) unless:

                        (i) the Company or any successor to, or assignee of, the Company complies with the provisions set forth in Section 8;

                         (ii) any representations and warranties to be made by such Holder in connection with the Proposed Sale are limited to
representations and warranties related to authority, ownership and the ability to convey title to such Shares, including but not limited to
representations and warranties that (w) the Holder holds all right, title and interest in and to the Shares such Holder purports to hold, free and
clear of all liens and encumbrances, (x) the obligations of the Holder in connection with the transaction have been duly authorized, if
applicable, (y) the documents to be entered into by the Holder have been duly executed by the Holder and delivered to the acquirer and are
enforceable against the Holder in accordance with their respective terms and (z) neither the execution and delivery of documents to be entered
into in connection with the transaction, nor the performance of the Holder‘s obligations thereunder, will cause a breach or violation of the terms
of any agreement, law or judgment, order or decree of any court or governmental agency;

                        (iii) the Holder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in
connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover
breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations,
warranties and covenants provided by all stockholders);

                          (iv) the liability for indemnification, if any, of such Holder in the Proposed Sale and for the inaccuracy of any
representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person
(except to the extent that finds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the
Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and
is pro rata in proportion to the amount of consideration paid to such Holder in connection with such Proposed Sale (in accordance with the
provisions of the Certificate of Incorporation);

                                                                   Page 8 of 33
                        (v) liability shall be limited to such Holder‘s applicable share (determined based on the respective proceeds payable to
each Holder in connection with such Proposed Sale in accordance with the provisions of the Certificate of Incorporation) of a negotiated
aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the amount of consideration otherwise
payable to such Holder in connection with such Proposed Sale, except with respect to claims related to fraud, the liability for which need not be
limited as to such Holder; and

                          (vi) upon the consummation of the Proposed Sale, (w) each holder of each class or series of the Company‘s stock will
receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such
same class or series of stock, (x) each holder of a series of Convertible Preferred Stock will receive the same amount of consideration per share
of such series of Convertible Preferred Stock as is received by other holders in respect of their shares of such same series, (y) each holder of
Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their
shares of Common Stock, and (z) unless the Requisite Investors elect otherwise by written notice given to the Company at least ten (10) days
prior to the effective date of any such Proposed Sale, the aggregate consideration receivable by all holders of the Convertible Preferred Stock
and Common Stock shall be allocated among the holders of Convertible Preferred Stock and Common Stock on the basis of the relative
liquidation preferences to which the holders of each respective series of Convertible Preferred Stock and the holders of Common Stock are
entitled in a Liquidation Event (assuming for this purpose that the Proposed Sale is a Liquidation Event) in accordance with the Company‘s
Certificate of Incorporation in effect immediately prior to the Proposed Sale.

                   (c) Subject to Section 7(b)(vi) above, requiring the same form of consideration to be available to the holders of any single
class or series of capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of
consideration to be received as a result of the Proposed Sale, all holders of such capital stock will be given the same option.

           8. Holder Put Right.

                    (a) Exercise of Put Right . Each Holder may, upon the terms and conditions set forth in this Section 8, require the Company
to repurchase the shares of Common Stock acquired by such Holder pursuant to the Purchase Agreement (such shares, and any shares of the
Company‘s capital stock issued or issuable with respect to such shares by way of any stock split, stock dividend, reclassification,
recapitalization or similar events, the ― Put Shares ‖). To exercise such right, a Holder must deliver, during the Put Exercise Period (as defined
below), a written notice to the Company (the ― Put Election Notice ‖), which Put Election Notice must specify either that such Holder desires
to sell all of such Holder‘s Put Shares to the Company, or if a lesser number, the number of such Holder‘s Put Shares that such Holder desires
to sell to the Company. Subject to the terms and conditions hereof, the ― Put Exercise Period ‖ shall

                                                                  Page 9 of 33
commence on the first to occur of the following dates, and shall terminate at the close of business, east coast time, on the thirtieth
(30th) Business Day after such first date (subject to extension, for any individual Holder, pursuant to the provisions of this Section 8(a)),
whether or not any of the other events specified in the following clauses occur subsequent to such first date:

                        (i) the date on which the Company consummates a Put Sale Event (as defined below) if such date occurs prior to
June 30, 2011; or

                        (ii) the date that is thirty (30) days after the date that the Company consummates an underwritten public offering of
Common Stock; or

                        (iii) June 30, 2011, if the Company has not consummated prior to such date an underwritten public offering of
Common Stock.

For purposes of this Agreement, the following terms have the following meanings:

                          (1) “Put Sale Event” means either (A) the Company is sold by a sale of all or substantially all of its assets or of its
capital stock (including, without limitation, by merger, consolidation or reorganization) to a Person or group of Affiliated Persons either in a
single transaction or in a series of related transactions pursuant to which the Gross Per Share Consideration (as defined below) payable to
holders of Common Stock in respect of their Put Shares is less than €13.33 per share (as adjusted for any stock split, stock dividend,
reclassification. recapitalization or other similar event affecting the shares of Common Stock) or (B) a sale of all or substantially all of the
assets of the Company and its subsidiaries, taken as a whole.

                         (2) “Gross Per Share Consideration” means the aggregate consideration payable in connection with a Put Sale Event
to the extent that such consideration consists of cash and/or Freely Tradable Securities, calculated (x) without reduction for applicable taxes or
indemnification obligations and (y) to include any portion thereof that is subject to any indemnity escrow or similar provision and (z) to
exclude any portion thereof that consists of rights to future payment on account of any earn-outs, contingent payments and similar provisions.

                         (3) “Freely Tradable Securities” means any securities that are (A) (x) listed for trading on a recognized United States
or non-United States national or regional securities exchange or (y) reported through any recognized United States or non-United States
automated quotation system and (B) not subject to restrictions on transfer as a result of contractual provisions (excluding restrictions resulting
from any indemnity escrow arrangement or similar restriction thereon). For purposes of this Agreement. the value of Freely Tradable Securities
shall be deemed to be the average of the closing prices of such securities on the securities exchange or quotation system on which they are
primarily traded over the twenty (20) trading days preceding the Put Sale Event.

In the event that the Company has not delivered a written notice to any Holder regarding the occurrence of any of the events described in
Sections 8(a)(i) or 8(a)(ii) within five Business Days

                                                                 Page 10 of 33
after the occurrence of any such event, then the Put Exercise Period for such Holder shall be automatically extended by the number of days
equal to the difference between (x) such fifth Business Day and (y) the date on which the Company delivered such written notice to such
Holder (or, in connection with a Qualified Put Sale Event (as defined below), the earlier of such date and the date on which such Holder
received any of the Transaction Proceeds (as defined below) with respect thereto). The delivery by a Holder during the Put Exercise Period (as
so extended, if applicable) of a Put Election Notice pursuant to this Section 8 shall be deemed to constitute a valid, legally binding and
enforceable agreement for the sale by the Holder and purchase by the Company of all of such Holder‘s Put Shares (or such lesser number of
Put Shares if so specified in such Put Election Notice), at a purchase price per share equal to the Repurchase Price (as defined below).

                    (b) Repurchase Price . The per share price at which the Company shall repurchase the Put Shares in connection with any Put
Election Notice (the ― Repurchase Price ‖) shall be €13.33 per share (as adjusted for any stock split, stock dividend, reclassification,
recapitalization or other similar event affecting the shares of Common Stock). The Repurchase Price shall be payable in Euros.

                   (c) Qualified Put sale Events . Notwithstanding anything to the contrary set forth in this Agreement, in the event that a Put
Exercise Period commences with respect to a Put Sale Event that is structured as a purchase of the Company‘s capital stock or as a merger,
combination, corporate reorganization or similar transaction (such Put Sale Event is referred to as a ― Qualified Put Sale Event ‖), each Holder
shall have the right to put back to the Company during such Put Exercise Period all, or a lesser portion, of the consideration received by each
Holder in connection with such Qualified Put Sale Event (such proceeds, whether in the form of cash, securities, other property and/or rights to
receive any of the foregoing, are collectively referred to as the ― Transaction Proceeds ‖) in exchange for a cash payment equal the product of
(i) the Repurchase Price multiplied by (ii) the number of Put Shares held by such Holder immediately prior to the closing of such Qualified Put
Sale Event; provided , that , such payment shall be appropriately adjusted if such Holder desires to exchange less than all of such Holder‘s
Transaction Proceeds. To exercise the put right described in the immediately preceding sentence, a Holder must deliver, during the Put
Exercise Period, a written notice to the Company (the ― Put Back Right Notice ‖), which Put Back Right Notice specifies that the Holder
wishes to deliver all, or a lesser portion, of the Transaction Proceeds received by such Holder in the Qualified Put Sale Event in exchange for
the cash payment described in the immediately preceding sentence. The delivery by a Holder of a Put Back Right Notice pursuant to this
Section 8(c) shall be deemed to constitute a valid, legally binding and enforceable agreement for the exchange between the Holder and the
Company of the Transaction Proceeds, or such lesser amount actually delivered, by a Holder in exchange for a cash payment equal to the
amount described in the first sentence of this Section 8(c).

                    (d) Closing . Any closing pursuant to this Section 8 (with respect to each applicable Holder, a ― Put Closing ‖) shall take
place remotely via the exchange of documents and signatures at such date and time as shall be agreed upon by the Company and the Holder
delivering such Put Election Notice or Put Back Right Notice, as applicable, but in no event later than the twentieth (20th) Business Day after
the last day of the Put Exercise Period (as extended,

                                                                 Page 11 of 33
if applicable). At each Put Closing, the applicable Holder participating in such closing shall deliver to the Company a certificate representing
the number of Put Shares being repurchased from such Holder by the Company or the amount of Transaction Proceeds being exchanged
between such Holder and the Company, as applicable, at such closing, against payment of the Repurchase Price therefor either by (x) check or
wire transfer of immediately available funds payable and delivered to such Holder with respect to any Put Shares which are then not held in the
Indemnity Escrow Account or (y) check or wire transfer of immediately available funds payable and delivered to the Escrow Agent for credit to
such Holder‘s escrowed cash account with respect to any Put Shares which are then held in the Escrow Account.

                   (e) Miscellaneous . The Company shall not, by amendment to the Certificate of Incorporation (whether by way of merger,
operation of law, or otherwise) or through any drag-along or other reorganization, transfer of assets, consolidation, merger, dissolution,
issuance or sale of securities, agreement or any other action, avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed in this Section 8 by the Company and shall at all times in good faith assist in the carrying out of all the provisions of this
Section 8. As a condition precedent to any Qualified Put Sale Event which causes a Put Exercise Period to commence, the Company shall cause
each Person acquiring the Company in such Qualified Put Sale Event to agree in writing to be bound by the terms and conditions of this
Agreement, to respect the rights of the Holders under this Section 8 and to perform the Company‘s obligations under this Section 8, including
without limitation, delivery to each Holder of any notices required by this Section 8.

           9. Information Rights .

                   (a) The Company shall furnish the following information to each Holder upon request:

                               (i) Quarterly Reports : once available after the end of any of the first three quarters of any fiscal year of the
Company, unaudited financial statements of the Company and its Subsidiaries with respect to such quarter as of the end of such quarter,
including therein consolidated balance sheets of the Company and its Subsidiaries as of the end of such quarter and consolidated statements of
income of the Company and its Subsidiaries for such quarter, setting forth in each case in comparative form the corresponding figures for the
corresponding period of the preceding fiscal year, prepared in accordance with generally accepted accounting principles consistently applied
(subject to year-end audit adjustments);

                               (ii) Annual Reports : once available after the end of each fiscal year of the Company, a copy of the annual audit
report for such year for the Company and its Subsidiaries, including therein consolidated balance sheets of the Company and its Subsidiaries as
of the end of such fiscal year and consolidated statements of income of the Company and its Subsidiaries for such fiscal year, setting forth in
each case in comparative form the corresponding figures for the preceding fiscal year, all such consolidated statements to be prepared in
accordance with generally accepted accounting principles consistently applied; and

                                                                  Page 12 of 33
                             (iii) Other Information : such other historical financial information respecting the business or condition of the
Company and its Subsidiaries as such Holder may from time to time reasonably request.

                   (b) Each Holder hereby covenants and agrees that all of the information disclosed to such Holder pursuant to the provisions
of Section 9(a) will be kept confidential and such Holder will not disclose or divulge any such information unless such information is or
becomes publicly known without violation of this provision by such Holder, or unless the Company gives its written consent to such Holder to
release such information; provided , however , that a Holder may disclose confidential information (i) to its attorneys, accountants, consultants,
and other professionals to the extent such persons are bound by a duty of confidentiality or similar ethical obligation and solely to the extent
necessary to obtain their services in connection with monitoring its investment in the Company or (ii) as may otherwise be required by law,
provided that the Holder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such
required disclosure, and provided further that such Holder shall be responsible for any further disclosure by any person specified in the
preceding clause (i) to the extent such further disclosure would have been a violation of this provision if made directly by such Holder.
Notwithstanding the foregoing, nothing in this Section 9(b) shall in any way limit the confidentiality obligations of officers or employees of the
Company pursuant to the terms of any employment, non-disclosure or similar agreement with the Company.

            10. Termination . T