FIRST AMENDMENT TO THE SIXTH AMENDED AND RESTATED INVESTOR RIGHTS 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/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:		▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:		President

Signature Page to the 1st Amendment to the Investor Rights Agreement

FOUNDERS:

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The ▇▇▇▇ ▇. English 2009 Charitable Remainder Unitrust I

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Name: ▇▇▇▇ ▇. English, Trustee

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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
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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 ▇▇ ▇▇, LLC						By: General Catalyst GP III, LLC
Its General Partner						Its General Partner
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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
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Title: Member and Chief Financial Officer						Title: Member and Chief Financial Officer
GENERAL CATALYST GROUP V
SUPPLEMENTAL, L.P.
By: General Catalyst Partners V, L.P.
Its General Partner
By: General Catalyst GP V, LLC
Its General Partner
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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

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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Member

SEQUOIA CAPITAL GROWTH FUND III

SEQUOIA CAPITAL GROWTH PARTNERS III

SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND

By: SCGF III Management, LLC

A Delaware Limited Liability Company

General Partner of Each

By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Member

Signature Page to the 1st Amendment to the Investor Rights Agreement

INVESTOR:

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Signature Page to the 1st Amendment to the Investor Rights Agreement

INVESTOR:

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Signature Page to the 1st Amendment to the Investor Rights Agreement

INVESTOR:

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Signature Page to the 1st Amendment to the Investor Rights Agreement

INVESTORS:
ACCEL LONDON II L.P.
By: Accel London II Associates L.P.
Its: General Partner
By: Accel London II Associates L.L.C.
Its: General Partner
By:		(illegible)
Name:
Title: Attorney in Fact
ACCEL LONDON INVESTORS 2006 L.P.
By: Accel London II Associates L.L.C.
Its: General Partner
By:		(illegible)
Name:
Title: Attorney in Fact

Signature Page to the 1st Amendment to the Investor Rights Agreement

INVESTORS:

TRIDENT CAPITAL FUND-V, L.P

TRIDENT CAPITAL FUND-V AFFILIATES FUND, L.P.

TRIDENT CAPITAL FUND-V AFFILIATES FUND (Q), L.P.

TRIDENT CAPITAL FUND-V PRINCIPALS FUND, L.P.

TRIDENT CAPITAL PARALLEL FUND-V, C.V.

Executed on behalf of the foregoing funds

by the undersigned, as an authorized signatory

of the respective general partner of each such fund:

(signature)

(print name)

Signature Page to the 1st Amendment to the Investor Rights Agreement

INVESTORS:

NORWEST VENTURE PARTNERS VII-A, LP						NORWEST VENTURE PARTNERS X, LP
By: Itasca VC Partners VII-A, LLC						By: Genesis VC Partners X, LLC
Its General Partner						Its General Partner
By:						By:
Name:						Name:
Title:						Title:

Signature Page to the 1st Amendment to the Investor Rights Agreement

INVESTOR:
OAK INVESTMENT PARTNERS XII, LIMITED PARTNERSHIP
By: Oak Associates XII, LLC, its General Partner
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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.

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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

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America Online, Inc.

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Attn: Deputy General Counsel

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Signature Page to the 1st Amendment to the Investor Rights Agreement

Accel London II, L.P.

Accel London Investors 2006 L.P.

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Notices also sent to

Accel Partners

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Norwest Venture Partners VII-A

Norwest Venture Partners X, LP

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650.321.8000

Oak Investment Partners XII, Limited Partnership

One ▇▇▇▇▇▇ ▇▇▇▇▇▇

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▇▇▇▇▇▇ Brothers Venture Partners V ▇.▇.

▇▇▇▇▇▇ Brothers Venture Partners V-P, L.P.

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Menlo Park, California 94025-7103

Tenaya Capital B, LP

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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.

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Gold Hill Venture Lending 03, L.P.

Two ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇

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The ▇▇▇▇ ▇. English 2009 Charitable Remainder Unitrust I

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The ▇▇▇▇ ▇. English 2009 Charitable Remainder Unitrust II

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Signature Page to the 1st Amendment to the Investor Rights Agreement

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Signature Page to the 1st Amendment to the Investor Rights Agreement

Founders:

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Signature Page to the 1st Amendment to the Investor Rights Agreement