Specimen Stock Certificate



 EXHIBIT 4.2 
  

	NUMBER	 	sciQuest®	 	SHARES
			
	 S
	 	 	 	 
			
	 COMMON STOCK
 $.001 PAR VALUE
	 	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	 	 SEE REVERSE FOR CERTAIN DEFINITIONS
  
 CUSIP 80908Q 40 4

	
	 THIS CERTIFIES THAT

	
	 IS THE OWNER OF

	
	 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
 SciQuest, Inc.

	 transferable on the books of the Corporation in person or by duly authorized attorney, upon the surrender of this certificate
properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.
 Witness the
facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

			
	 Dated:
	 	 	 	 

  

	 James J. Scheuer
 SECRETARY
	  	 SCIQUEST, INC.
 CORPORATE
 SEAL
 2001
 DELAWARE
 *
	  	 Stephen J. Wiehe
 PRESIDENT AND
 CHIEF EXECUTIVE OFFICER
	    	 COUNTERSIGNED AND REGISTERED
 SUNTRUST BANK

	  	  	    	 	  	 TRANSFER AGENT
 AND REGISTRAR

	  	  	    	 BY
	  	 
	  	  	    	 	  	AUTHORIZED SIGNATURE
	
	AMERICAN BANK NOTE COMPANY








 SciQuest, Inc. 
  
 The Corporation will furnish without charge to each shareholder who so requests a statement or summary of the powers,
designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof which the Corporation is authorized to issue and of the qualifications, limitations or restrictions of such preferences
and/or rights. Such request may be made to the office of the Secretary of the Corporation or the Transfer Agent named on the face of this Certificate. 
  
 The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations: 
  

	 TEN COM
 TEN ENT
 JT TEN
	 	 – as tenants in common
 – as tenants by the entireties
 – as joint tenants with right of
     survivorship and not as tenants
     in common
	  	 UNIF GIFT MIN ACT–
             Custodian             
                                        
    (Cust)                    (Minor)

	 	  	 Under Uniform Gifts to Minors Act
                    
 (State)            


  
 Additional
abbreviations may also be used though not in the above list 
  
 For value received,                      hereby sell, assign and transfer unto 
  
 PLEASE INSERT SOCIAL SECURITY OR OTHER 
         IDENTIFYING NUMBER OF ASSIGNEE 
  

  
  

 (PLEASE PRINT OR TYPEWRITE
NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE) 
  

  

  
                                       
                                        
                                        
                                        
                               Shares of the common stock represented by the within
Certificate, and do hereby irrevocably constitute and appoint 
                                       
                                        
                                        
                                        
                               Attorney to transfer the said stock on the books of the within
named Corporation with full power of substitution in the premises. 
  
 Dated                      
  
  
  

	 	  	

	NOTICE:	  	 THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME
 AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
 WITHOUT ALTERATION OR ENLARGEMENT ON ANY CHANGE WHATEVER.

		
	SIGNATURE(S) GUARANTEED:	  	  


	 	  	 THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
 INSTITUTION [BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
 AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
 GUARANTEE MEDALLION PROGRAM]. PURSUANT TO [ILLEGIBLE]


  
  
  
 KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.