OFFICE LEASE SUNNYVALE CITY CENTER SPF MATHILDA, LLC, a Delaware limited liability company, as Landlord, and KAYAK SOFTWARE CORPORATION, a Delaware corporation, as Tenant.Office Lease • November 17th, 2010 • KAYAK SOFTWARE Corp • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between SPF MATHILDA, LLC, a Delaware limited liability company (“Landlord”), and KAYAK SOFTWARE CORPORATION, a Delaware corporation (“Tenant”).
SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 17th, 2010 • KAYAK SOFTWARE Corp • Delaware
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”).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • November 17th, 2010 • KAYAK SOFTWARE Corp • Delaware
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 collecti
CONFIDENTIAL TREATMENT AMENDMENT TO SERVICES AGREEMENTConfidential Treatment • November 17th, 2010 • KAYAK SOFTWARE Corp
AMENDMENT, made as of the 18th day of July, 2007, to that certain SERVICES AGREEMENT (the “Agreement”), dated March 3, 2005 by and between Kayak Software Corporation, a Delaware corporation with its address at 27 Ann Street, Norwalk, CT 06854 (“Kayak”) and ITA Software, Inc., a Delaware corporation with its address at 141 Portland Street, 7th Floor, Cambridge, MA 02139 (“ITA”).
CONFIDENTIAL TREATMENT ita SoftwareConfidential Treatment • November 17th, 2010 • KAYAK SOFTWARE Corp
This letter will confirm that as a result of a merger, SideStep became a wholly-owned subsidiary of Kayak on or about December 21, 2007. Consequently, as of January 5, 2008, all Queries previously submitted to ITA from the SideStep System (as defined in the SideStep Agreement) pursuant to the SideStep Agreement, are now submitted to ITA by Kayak. Accordingly, Kayak and ITA hereby agree as follows:
FIRST AMENDMENT TO THE SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 17th, 2010 • KAYAK SOFTWARE Corp
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).
FIFTH AMENDED AND RESTATED STOCK RESTRICTION AND CO-SALE AGREEMENTStock Restriction and Co-Sale Agreement • November 17th, 2010 • KAYAK SOFTWARE Corp • Delaware
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 her
CONFIDENTIAL TREATMENT SECOND AMENDMENT TO SERVICES AGREEMENTConfidential Treatment • November 17th, 2010 • KAYAK SOFTWARE Corp
SECOND AMENDMENT, made as of the 1st day of January, 2009, to that certain SERVICES AGREEMENT (as amended to date, the “Agreement”), dated March 3, 2005 by and between Kayak Software Corporation., a Delaware corporation with its address. at 55 N. Water Street, Suite I ,Norwalk, CT 06854 (“Kayak”) and ITA Software, Inc., a Delaware corporation with its address at 141 Portland Street, 7th Floor, Cambridge, MA 02139 (“ITA”).
COMMENCEMENT DATE AGREEMENTCommencement Date Agreement • November 17th, 2010 • KAYAK SOFTWARE Corp
AGREEMENT made this 12th day of March, 2009, by and between Normandy Concord Acquisition, LLC, a Delaware limited liability company (hereinafter referred to as “Landlord”), and Kayak Software Corporation, a Delaware corporation (hereinafter referred to as “Tenant”).
OFFICE LEASE AGREEMENT BETWEEN NORMANDY CONCORD ACQUISITION, LLC (“LANDLORD”) AND KAYAK SOFTWARE CORPORATION (“TENANT”)Office Lease Agreement • November 17th, 2010 • KAYAK SOFTWARE Corp
THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as September 26, 2008, by and between NORMANDY CONCORD ACQUISITION, LLC, a Delaware limited liability company (“Landlord”) and KAYAK SOFTWARE CORPORATION, a Delaware corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit C-I (Building Standard for Tenant Improvements) Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions) and Exhibit G (Form of Letter of Credit), Exhibit H (Preliminary Plans), and Exhibit I (Specifications).
November 24, 2009 Kayak Software Corporation, a Delaware corporation: Lease Agreement • November 17th, 2010 • KAYAK SOFTWARE Corp
CONFIDENTIAL TREATMENT SERVICES AGREEMENTConfidential Treatment Services Agreement • November 17th, 2010 • KAYAK SOFTWARE Corp • Massachusetts
This SERVICES AGREEMENT (“Agreement”), made as of the 3rd day of March, 2005 by and between Kayak Software Corporation. a Delaware corporation with its address at 27 Ann Street, Norwalk, CT 06854 (“Kayak”) and ITA Software, Inc., a Delaware corporation with its address at 141 Portland Street, 7th Floor, Cambridge, MA 02139 (“ITA”).
