Attached files

file filename
EX-10.66 - EX-10.66 - KAYAK Software Corpd117777dex1066.htm
S-1/A - AMENDMENT NO. 10 TO FORM S-1 - KAYAK Software Corpd117777ds1a.htm
EX-4.7 - EX-4.7 - KAYAK Software Corpd117777dex47.htm
EX-3.8 - EX-3.8 - KAYAK Software Corpd117777dex38.htm
EX-4.2 - EX-4.2 - KAYAK Software Corpd117777dex42.htm
EX-4.9 - EX-4.9 - KAYAK Software Corpd117777dex49.htm
EX-4.6 - EX-4.6 - KAYAK Software Corpd117777dex46.htm
EX-23.2 - EX-23.2 - KAYAK Software Corpd117777dex232.htm

Exhibit 3.12

EIGHTH 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 “Corporation”),

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 of the State of Delaware (the “DGCL”) 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 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, as amended, be further amended to delete the word “and” appearing immediately before clause (ix) in subparagraph B.5E of Article FOURTH and to insert the following new clause (x) in such subparagraph B.5E of Article FOURTH:

“; and (x) shares of Common Stock issued, or deemed issued, pursuant to (A) a firm commitment underwritten public offering consummated pursuant to a Registration Statement under the Securities Act of 1933, as amended, with an effective time on or prior to December 31, 2012 and/or (B) pursuant to the terms of that certain Election and Amendment Agreement, dated on or about April 19, 2012, by and between the Corporation and the other parties thereto”.

[The remainder of this page is intentionally left blank. Signature page follows.]


IN WITNESS WHEREOF this Eighth Amendment to Amended and Restated Certificate of Incorporation has been executed by the undersigned this 19th day of April, 2012.

 

KAYAK SOFTWARE CORPORATION
 

/s/ Daniel Stephen Hafner

  Name: Daniel Stephen Hafner
  Title: Chief Executive Officer