Exhibit 10.1





Exhibit 10.1




FIFTH AMENDMENT TO OFFICE LEASE 




THIS FIFTH AMENDMENT TO OFFICE LEASE (this “Amendment”) is made as of the 10th day of October,
2011 (the “Effective Date”) by and between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited
partnership doing business in North Carolina as Duke Realty of Indiana Limited Partnership
(“Landlord”), and SCIQUEST, INC., a Delaware corporation (“Tenant”).



W I T N E S S E T H:




WHEREAS, Landlord and Tenant heretofore entered into that certain Office Lease dated May 17,
2005 for the lease of approximately 21,244 rentable square feet known as Suite 200 (the “Original
Premises”); and



WHEREAS, the Lease was amended by that certain First Amendment to Office Lease dated February
21, 2008 (the “First Amendment”) which added approximately 3,229 rentable square feet (the “First
Expansion Space”); and



WHEREAS, the Lease was further amended by that certain Second Amendment to Office Lease dated
February 27, 2008 (the “Second Amendment”); and



WHEREAS, the Lease was further amended by that certain Third Amendment to Office Lease dated
October 20, 2010 (the “Third Amendment”) which added approximately 12,963 rentable square feet
(“Suite 190”) and provided for the further expansion of Tenant into approximately 7,224 rentable
square feet (“Suite 250”) which would not commence until January 1, 2014; and



WHEREAS, the Lease was further amended by that certain Fourth Amendment to Office Lease dated
June 6, 2011 (the “Fourth Amendment”) which added approximately 3,935 rentable square feet (“Suite
175A”) and revised the terms concerning the further expansion into Suite 250 (the Lease, First
Amendment, Second Amendment, Third Amendment and Fourth Amendment collectively referred to as the
“Lease”); and



WHEREAS, the Original Premises, the First Expansion Space, Suite 190 and Suite 175A
collectively total approximately 41,371 rentable square feet (collectively the “Existing Premises”)
located in the building (the “Building”) located at 6501 Weston Parkway, Cary, North Carolina
27513, within that certain complex known as Weston Corporate Park (the “Park”), which space is more
particularly described in the Lease; and



WHEREAS, Landlord and Tenant desire to further expand the Existing Premises by approximately
11,908 rentable square feet (“Suite 150”).



NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00) and other good and
valuable consideration in hand paid by each party hereto to the other, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto do hereby agree as follows:



1. Incorporation of Recitals and Definitions. The above recitals are hereby
incorporated into this Amendment as if fully set forth herein. All capitalized terms used herein
but undefined shall have the meaning as defined in the Lease.


 


 









 






2. Amendment of Article 1. Lease of Premises.



(I.) Commencing as of the date (the “Suite 150 Expansion Date”) that Substantial Completion
(as defined in Exhibit B hereto) of the Suite 150 Improvements (as defined below) occurs,
the following paragraphs of Article 1, Section 1.01 of the Lease are hereby amended
as follows:



“(a) Leased Premises. The Lease is hereby amended by substituting Amended Exhibit A,
attached hereto and incorporated herein by reference, on which the Existing Premises are striped
and Suite 150 is cross-hatched, in lieu of Exhibit A attached to the Lease. The Existing
Premises and Suite 150 shall collectively hereinafter be referred to as the “Leased Premises” under
the Lease.



(b) Rentable Area.


Existing Premises: approximately 41,371 rentable square feet

Suite 150: approximately 11,908 rentable square feet

Leased Premises: approximately 53,279 rentable square feet




(c) Tenant’s Proportionate Share.


Existing Premises: 44.02%

Suite 150: 12.67%

Leased Premises: 56.69%




(d) Minimum Annual Rent.


Suite 150:




	 	 	 	 	 
	01/01/2012 — 06/30/2012
	 	$	0.00 	 (6 months)
	07/01/2012 — 12/31/2012
	 	$	114,435.90	 (6 months)
	01/01/2013 — 12/31/2013
	 	$	234,593.52	 
	01/01/2014 — 12/31/2014
	 	$	240,458.40	 
	01/01/2015 — 12/31/2015
	 	$	246,469.80	 
	01/01/2016 — 12/31/2016
	 	$	252,631.56	 
	01/01/2017 — 01/31/2017
	 	$	21,578.95 	 (1 month)






(e) Monthly Rental Installments.


Suite 150:




	 	 	 	 	 
	01/01/2012 — 06/30/2012
	 	$	0.00 	 (6 months)
	07/01/2012 — 12/31/2012
	 	$	19,072.65 	 (6 months)
	01/01/2013 — 12/31/2013
	 	$	19,549.46	 
	01/01/2014 — 12/31/2014
	 	$	20,038.20	 
	01/01/2015 — 12/31/2015
	 	$	20,539.15	 
	01/01/2016 — 12/31/2016
	 	$	21,052.63	 
	01/01/2017 — 01/31/2017
	 	$	21,578.95 	 (1 month)






 


 









 





Provided the Amendment is fully executed by September 30, 2011: (i) in the event that the
Suite 150 Expansion Date occurs prior to January 1, 2012, then Tenant shall be entitled to occupy
Suite 150,


and Minimum Annual Rent shall abate for the period between the Suite 150 Expansion Date and
January 1, 2012; (ii) in the event that the Suite 150 Expansion Date occurs later than January 1,
2012, for reasons other than Tenant Delay or Force Majeure, then the end date of the six (6) months
of abated Minimum Annual Rent and start date of the first Minimum Annual Rent payment shall be
adjusted accordingly (except that the expiration date shall not be extended beyond January 31,
2017); (iii) in the event the Suite 150 Expansion Date occurs later than January 1, 2012 due to
Force Majeure, then all of the dates contained in the foregoing schedule shall be adjusted
accordingly; and (iv) in the event the Suite 150 Expansion Date occurs later than January 1, 2012
due to Tenant Delay, then the Suite 150 Expansion Date shall be deemed to have occurred on the date
that Substantial Completion of the Suite 150 Improvements would have occurred but for such Tenant
Delay. The foregoing schedule shall be in addition to, and not in derogation of, the Minimum Annual
Rent for the Existing Premises and the Suite 250 Expansion Space set forth in the Lease.




(f) Base Year: 2012 for Suite 150.




(g) Target Suite 150 Expansion Date: January 1, 2012.



(h) Lease Term. The Lease is hereby modified to reflect that the Lease Term for Suite 150
shall commence on the Suite 150 Expansion Date and shall continue for a period of five (5) years
and one (1) month (the “Suite 150 Expansion Term”) which shall be coterminous with the Lease Term.”



(II.) Commencing on January 1, 2014 (the “Suite 250 Expansion Date”), the following paragraphs
of Article 1, Section 1.01 of the Lease are hereby amended as follows:



(a) Leased Premises. The Lease is hereby amended by substituting Further Amended Exhibit
A, attached hereto and incorporated herein by reference, on which the Existing Premises and
Suite 150 are striped and Suite 250 (also known as the Suite 250 Expansion Space) is cross-hatched,
in lieu of Amended Exhibit A attached to the Lease. The Existing Premises, Suite 150 and
Suite 250 shall collectively hereinafter be referred to as the “Leased Premises” under the Lease.




(b) Rentable Area.


Existing Premises and Suite 150: approximately 53,279 rentable square feet

Suite 250: approximately 7,224 rentable square feet

Leased Premises: approximately 60,503 rentable square feet





(c) Tenant’s Proportionate Share.


Existing Premises and Suite 150: 56.69%

Suite 250: 7.69%

Leased Premises: 64.38%




Except as specifically modified by this Amendment, all other terms and conditions of the Lease
shall remain in full force and effect, including without limitation provisions relating to the
payment of all Minimum Annual Rent and Additional Rent for the Suite 250 Expansion Space.



3. Construction of Suite 150 Improvements. Landlord shall construct and install all
leasehold improvements to Suite 150 (the “Suite 150 Improvements”) in accordance with Exhibit
B attached hereto and made a part hereof. Landlord shall use reasonable speed and diligence to
Substantially Complete the Suite 150 Improvements on or before the Target Suite 150
Expansion Date.


 


 









 





4. Parking. Section 16.11. In addition to Tenant’s non-exclusive
use of the four (4) parking spaces as set forth in Section 16.11 of the Lease, Landlord shall grant
Tenant one (1) reserved parking space designated for the Building, as shown on the attached
Exhibit A.




5. Representations and Warranties.



(a) Tenant represents and warrants to Landlord that (i) Tenant is duly organized, validly
existing and in good standing in accordance with the laws of the state under which it was organized
and if such state is not the state in which the Leased Premises is located, that it is authorized
to do business in such state; (ii) all action necessary to authorize the execution of this
Amendment has been taken by Tenant; and (iii) the individual executing and delivering this
Amendment on behalf of Tenant has been authorized to do so, and such execution and delivery shall
bind Tenant. Tenant, at Landlord’s request, shall provide Landlord with evidence of such
authority.



(b) Landlord represents and warrants to Tenant that (i) Landlord is duly organized, validly
existing and in good standing in accordance with the laws of the state under which it was organized
and if such state is not the state in which the Leased Premises is located, that it is authorized
to do business in such state; (ii) all action necessary to authorize the execution of this
Amendment has been taken by Landlord; and (iii) the individual executing and delivering this
Amendment on behalf of Landlord has been authorized to do so, and such execution and delivery shall
bind Landlord. Landlord, at Tenant’s request, shall provide Tenant with evidence of such
authority.



6. Brokers. Except for Synergy Commercial Advisors, whose commission shall be paid by
Landlord, Landlord and Tenant each represents and warrants to the other that neither party has
engaged or had any conversations or negotiations with any broker, finder or other third party
concerning the matters set forth in this Amendment who would be entitled to any commission or fee
based on the execution of this Amendment. Landlord and Tenant each hereby indemnifies the other
against and from any claims for any brokerage commissions and all costs, expenses and liabilities
in connection therewith, including, without limitation, reasonable attorneys’ fees and expenses,
for any breach of the foregoing. The foregoing indemnification shall survive the termination of
the Lease for any reason.



7. Examination of Amendment. Submission of this instrument for examination or
signature to Tenant does not constitute a reservation or option, and it is not effective until
execution by and delivery to both Landlord and Tenant.



8. Incorporation. This Amendment shall be incorporated into and made a part of the
Lease, and all provisions of the Lease not expressly modified or amended hereby shall remain in
full force and effect. As amended hereby, the Lease is hereby ratified and confirmed by Landlord
and Tenant. To the extent the terms hereof are inconsistent with the terms of the Lease, the terms
hereof shall control.



(SIGNATURES CONTAINED ON THE FOLLOWING PAGE)



 


 









 







IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the
date first set forth above.



	 	 	 	 	 	 	 	 	 
	 	 	LANDLORD:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DUKE REALTY LIMITED PARTNERSHIP,


an Indiana limited partnership doing business in North Carolina as Duke Realty
of Indiana Limited Partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Duke Realty Corporation,

its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Jeffrey B. Sheehan
 

Jeffrey B. Sheehan
Senior  
Vice
President

Raleigh
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SCIQUEST, INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Jennifer Kaelin
 

Name: Jennifer Kaelin
	 	 
	 

	 	 	 	 	 	Title: VP of Finance