exv10w14






Exhibit 10.14




OFFICE LEASE




     THIS OFFICE LEASE is executed this 17 day of May, 2005 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”).



ARTICLE 1 — LEASE OF PREMISES




     Section 1.01. Basic Lease Provisions and Definitions.



     (a) Leased Premises (shown outlined in Exhibit A hereto): Suite 200 of the building
(the “Building”) located at 6501 Weston Parkway, Cary, North Carolina 27513 within Weston Corporate
Park (the “Park”).



     (b) Rentable Area: approximately 21,244 rentable square feet. The Rentable Area includes the
square footage within the Leased Premises plus a pro rata portion of the square footage of the
common areas within the Building, as reasonably determined by Landlord.



     (c) Tenant’s Proportionate Share: 22.60%.




			
	(d) Minimum Annual Rent:	 	Year l   $296,353.80 

Year 2  $305,244.41 

Year 3  $314,401.75






			
	(e) Monthly Rental Installments:	 	Months 1-12    $24,696.15 

Months 13-24  $25,437.03 

Months 25-36  $26,200.15





     (f) Landlord’s Share of Operating Expenses per Rentable Square Foot: $6.04.



     (g) Target Commencement Date: August 1, 2005.



     (h) Lease Term: Three (3) years.



     (i) Security Deposit: $26,200.15.



     (j) Broker(s): Grubb & Ellis representing Tenant.



     (k) Permitted Use: General office purposes, and any other lawful use subject to Landlord’s
prior written consent, which consent shall not be unreasonably withheld, conditioned or
delayed.



     (1) Address for notices and payments are as follows:



	 	 	 
	Landlord:

	 	Duke Realty Limited Partnership

c/o Duke Realty Corporation

Attn.: Raleigh Market — Senior Property Manager

1800 Perimeter Park Drive, Suite 200

Morrisville, North Carolina 27560
	 
	 	 
	With a copy to:

	 	Duke Realty Limited Partnership

c/o Duke Realty Corporation

Attn: Elizabeth C. Belden, Vice President/Corporate Counsel

3950 Shackleford Road, Suite 300

Duluth, Georgia 30096-8268
	 
	 	 
	With
	 	 
	Payments to:

	 	Duke Realty Limited Partnership

75 Remittance Drive, Suite 3205

Chicago, EL 60675-3205






 









 






	 	 	 
	Tenant (prior to occupancy):

	 	SciQuest, Inc.

                  
                      
                    

                   
                     
                    
	 
	 	 
	Tenant (following occupancy):

	 	SciQuest, Inc.

6501 Weston Parkway, Suite 200

Cary, North Carolina 27513
	 
	 	 
	With a copy to:

	 	Smith, Anderson, Blount, Dorsett,

     Mitchell & Jernigan, L.L.P.

Attn: Stephen T. Parascandola 

2500 Wachovia Capitol Center 

Raleigh, North Carolina 27601






     (m) Guarantor(s): None.



EXHIBITS

Exhibit A — Leased Premises

Exhibit B — Tenant Improvements

Exhibit B-l — Scope of Work

Exhibit C — Letter of
Understanding 
Exhibit D —
Information Sheet
 Exhibit E —
Rules and Regulations




     Section 1.02. Lease of Premises. Landlord hereby leases to Tenant and Tenant
hereby leases from Landlord the Leased Premises, under the terms and conditions herein, together
with a non-exclusive right, in common with others, to use the following (collectively, the “Common
Areas”): the areas of the Building and the underlying land and improvements thereto that are
designed for use in common by all tenants of the Building and their respective employees, agents,
customers, invitees and others.



ARTICLE
2 — TERM AND POSSESSION




     Section 2.01. Term.



     (a) Landlord and Tenant heretofore entered into that certain Lease Agreement dated October 19,
1999, as amended by that certain First Amendment to Lease Agreement dated November 17, 2000 and as
further amended by that certain Second Amendment to Lease Agreement dated January 18, 2002
(collectively the “Previous Lease”), for certain space (the “Existing Premises”) in the building
located at 5151 McCrimmon Parkway, Morrisville, North Carolina 27560, which Previous Lease shall
expire by its terms on July 31, 2005. Landlord and Tenant acknowledge and agree that the Previous
Lease shall be terminated and cancelled as of the Commencement Date of this Lease but in no event
earlier than July 31, 2005 and that as of such date, Landlord and Tenant shall be released and
discharged from their respective obligations under the Previous Lease, and neither party shall have
any further liability under the Previous Lease, except with respect to any provisions thereunder
that expressly survive such termination.



     (b) The Lease Term shall commence as of the date (the “Commencement Date”) that is the later
to occur of (i) August 1, 2005 (the “Target Commencement Date”), or (ii) Substantial Completion (as
defined in Exhibit B hereto) of the Tenant Improvements (as defined in Section 2.02
below). Landlord shall use commercially reasonable efforts to provide Tenant with at least five (5)
business days advance notice of the anticipated Commencement Date. In the event that the date of
Substantial Completion is later than the Target Commencement Date for reasons other than a Tenant
Delay (as defined in Exhibit B hereto) then Landlord and Tenant agree that Tenant shall
retain possession of the Existing Premises and that for each day that Tenant is required to hold
over in Tenant’s “Existing Premises”, Tenant shall pay the Minimum Annual Rent and Additional Rent
for the Existing Premises at the same rate as set forth in this Lease for the Leased Premises for
each day of holdover; provided, however, that the Term of this Lease shall be extended one (1)
additional day for each day that Tenant holds over in the Existing Premises. Except as set forth in
this Section 2.01. no liability whatsoever shall arise or accrue against Landlord by reason
of its failure to Substantially Complete the Tenant Improvements on or before the Target
Commencement Date



     (c) Landlord shall use reasonable speed and diligence to Substantially Complete the
Tenant Improvements and have the Leased Premises ready for occupancy on or before the Target
Commencement Date. Notwithstanding anything to the contrary contained in this Section 2.01,
in the event that the Tenant Improvements are not Substantially Complete on or before the Target
Commencement Date due solely to a Tenant Delay, Tenant shall retain possession of the Existing



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Premises and shall pay Minimum Annual Rent and Additional Rent pursuant to the provisions of
the Existing Lease.




     Section 2.02. Construction of Tenant Improvements. Landlord shall construct
and install all leasehold improvements to the Leased Premises (collectively, the “Tenant
Improvements”) in accordance with Exhibit B attached hereto and made a part hereof.



     Section 2.03. Surrender of the Premises. Upon the expiration or earlier
termination of this Lease, Tenant shall, at its sole cost and expense, immediately (a) surrender
the Leased Premises to Landlord in broom-clean condition and in as good order, condition and repair
as received, reasonable wear and tear, approved alterations and insured casualty excepted, (b)
remove from the Leased Premises (i) Tenant’s Property (as defined in Section 8.01 below),
(ii) all data and communications wiring and cabling (including above ceiling, below raised floors
and behind walls), unless Landlord approves or elects to retain said wiring and cabling, and (iii)
any alterations required to be removed pursuant to Section 7.03 below, and (c) repair any
damage caused by any such removal and restore the Leased Premises to the condition existing upon
the Commencement Date, reasonable wear and tear, approved alterations and insured casualty
excepted. All of Tenant’s Property that is not removed within ten (10) business days following
Landlord’s written demand therefor shall be conclusively deemed to have been abandoned and Landlord
shall be entitled to dispose of such property at Tenant’s cost without incurring any liability to
Tenant. This Section 2.03 shall survive the expiration or any earlier termination of this
Lease.



     Section 2.04. Holding Over. If Tenant retains possession of the Leased
Premises after the expiration or earlier termination of this Lease, Tenant shall be a tenant at
sufferance at one hundred fifty percent (150%) of the Monthly Rental Installments and Annual Rental
Adjustment (as hereinafter defined) for the Leased Premises in effect upon the date of such
expiration or earlier termination, and otherwise upon the terms, covenants and conditions herein
specified, so far as applicable. Acceptance by Landlord of rent after such expiration or earlier
termination shall not result in a renewal of this Lease, nor shall such acceptance create a
month-to-month tenancy. In the event a month-to-month tenancy is created by operation of law,
either party shall have the right to terminate such month-to-month tenancy upon thirty (30) days’
prior written notice to the other, whether or not said notice is given on the rent paying date.
This Section 2.04 shall in no way constitute a consent by Landlord to any holding over by
Tenant upon the expiration or earlier termination of this Lease, nor limit Landlord’s remedies in
such event.



ARTICLE 3 — RENT




     Section 3.01. Base Rent. Tenant shall pay to Landlord the Minimum Annual Rent
in the Monthly Rental Installments in advance, without demand, deduction or offset, on the
Commencement Date and on or before the first day of each and every calendar month thereafter during
the Lease Term. The Monthly Rental Installments for partial calendar months shall be prorated.
Tenant hereby authorizes Landlord, on the first business day of each calendar month during the
Lease Term, to withdraw the Monthly Rental Installments due Landlord hereunder from Tenant’s bank
account, as such bank account may be modified from time to time (the “Bank Account”). Upon
Landlord’s request, Tenant shall complete an information sheet in substantially the form of
Exhibit D attached hereto and made a part hereof (the “Information Sheet”). In the event of
a change in Tenant’s Bank Account, Tenant shall have the right to change the information set forth
in the Information Sheet upon written notice to Landlord.



     In addition, Tenant agrees to execute such other documents as may be reasonably requested by
Landlord to effectuate Landlord’s withdrawal of funds from the Bank Account pursuant to the
preceding sentence. If, at any time during the Lease Term, Landlord elects not to withdraw the
Monthly Rental Installments from the Bank Account pursuant to this Section 3.01, Landlord
shall so notify Tenant and thereafter, Tenant shall be responsible for delivering the Monthly
Rental Installments to the payment address set forth in Section 1.01(1) above in accordance
with this Section 3.01.



     Section 3.02. Annual Rental Adjustment Definitions.



     (a) “Annual Rental Adjustment” shall mean the amount of Tenant’s Proportionate Share
of Operating Expenses for a particular calendar year.



     (b) “Operating Expenses” shall mean the amount of all of Landlord’s costs and
expenses paid or incurred in operating, repairing, replacing and maintaining the Building and the
Common Areas in good condition and repair for a particular calendar year (including all additional
costs and expenses that Landlord reasonably determines that it would have paid or incurred during
such year if the Building had been fully occupied), including by way of illustration and not
limitation, the following: all Real Estate Taxes (as hereinafter defined), insurance premiums and
deductibles for insurance that Landlord carries;



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water, sewer, electrical and other utility charges other than the separately billed electrical and
other charges paid by Tenant as provided in this Lease (or other tenants in the Building); service
and other charges incurred in the repair, replacement, operation and maintenance of the elevators
and the heating, ventilation and air-conditioning system; costs associated with providing fitness
facilities, if any; cleaning and other janitorial services; tools and supplies; repair costs;
landscape maintenance costs; access patrols; license, permit and inspection fees; management fees;
administrative fees; supplies, costs, wages and related employee benefits (at or below the level of
Senior Property Manager) payable for the management, maintenance and operation of the Building;
maintenance, repair and replacement of the driveways, parking and sidewalk areas (including snow
and ice removal), landscaped areas, and lighting; and maintenance and repair costs, dues, fees and
assessments incurred under any covenants or charged by any owners association. The cost of any
Operating Expenses that are capital in nature shall be amortized over the useful life of the
improvement (as reasonably determined by Landlord), and only the amortized portion shall be
included in Operating Expenses.




     Notwithstanding the foregoing, Operating Expenses shall not include the following:




     (i) Leasing commissions;




     (ii) The cost of tenant finish improvements provided solely for the benefit of
tenants or proposed tenants in the Building;




     (iii) Costs of correcting building code violations which violations were in
existence on the Commencement Date;




     (iv) Depreciation on the Building;




     (v) The cost of services separately charged to and paid by another tenant
in the Building;




     (vi) Interest payments and financing costs associated with Building financing;




     (vii) Legal fees associated with the preparation, interpretation and/or
enforcement of leases;




     (viii) Repairs and replacements for which and to the extent that Landlord has
been reimbursed by insurance and/or paid pursuant to warranties;




     (ix) Advertising and promotional expenses; and




     (x) Costs representing amounts paid to an affiliate of Landlord for services or
materials which are in excess of the amounts which would have been paid in the absence of
such relationship.



     (c) “Tenant’s Proportionate Share of Operating Expenses” shall mean an amount equal to
the remainder of (i) the product of Tenant’s Proportionate Share times the Operating Expenses less
(ii) the product of Landlord’s Share of Operating Expenses per Rentable Square Foot times the
Rentable Area, provided that such amount shall not be less than zero.



     (d) “Real Estate Taxes” shall mean any form of real estate tax or assessment or
service payments in lieu thereof, and any license fee, commercial rental tax, improvement bond or
other similar charge or tax (other than inheritance, personal income or estate taxes) imposed upon
the Building or Common Areas (that is directly connected with the ownership, leasing, or operation
of the Building or Common Areas), or against Landlord’s business of leasing the Building, by any
authority having the power to so charge or tax, together with costs and expenses of contesting the
validity or amount of the Real Estate Taxes (not to exceed the amount of the reduction in Real
Estate Taxes achieved by said contest).



     (e) Maximum Increase in Operating Expenses. Notwithstanding anything in this Lease to
the contrary, Tenant will be responsible for Tenant’s Proportionate Share of Real Estate
Taxes, including
the reasonable costs and expenses of contesting the validity or amount of real estate taxes,
service
payments in lieu of Real Estate Taxes, insurance premiums, utilities, exterior janitorial
services, snow
removal, landscaping and management or administrative fees applicable to such expenses
(“Uncontrollable Expenses”), without regard to the level of increase in any or all of the
above in any year
or other period of time. Tenant’s obligation to pay all other Building Operating Expenses
which are not
Uncontrollable Expenses (herein “Controllable Expenses”) shall be limited to an eight percent
(8%) per
annum increase over the amount the Controllable Expenses for the immediately preceding
calendar year
would have been had the Controllable Expenses increased at the rate of eight percent (8%) in
all previous
calendar years beginning with the actual Controllable Expenses for the year ending December
31, 2005.



     Section 3.03. Payment of Additional Rent.



     (a) Any amount required to be paid by Tenant hereunder (in addition to Minimum Annual
Rent) and any charges or expenses incurred by Landlord on behalf of Tenant under the terms of this
Lease shall be considered “Additional Rent” payable in the same manner and upon the same terms and
conditions as the Minimum Annual Rent reserved hereunder, except as set forth herein to the
contrary.



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Any failure on the part of Tenant to pay such Additional Rent when and as the same shall become due
shall entitle Landlord to the remedies available to it for non-payment of Minimum Annual Rent.




     (b) In addition to the Minimum Annual Rent specified in this Lease, commencing as of
the Commencement Date, Tenant shall pay to Landlord as Additional Rent for the Leased Premises, in
each calendar year or partial calendar year during the Lease Term, an amount equal to the Annual
Rental Adjustment for such calendar year. Landlord shall estimate the Annual Rental Adjustment
annually, and written notice thereof shall be given to Tenant prior to the beginning of each
calendar year. Tenant shall pay to Landlord each month, at the same time the Monthly Rental
Installment is due, an amount equal to one-twelfth (1/12) of the estimated Annual Rental
Adjustment. Tenant hereby authorizes Landlord, on the first business day of each calendar month
during the Lease Term, to withdraw the estimated Additional Rent due Landlord hereunder from the
Bank Account. Tenant agrees to execute such documents as may be reasonably requested by Landlord to
effectuate the withdrawal of the Additional Rent from the Bank Account pursuant to the preceding
sentence. If, at any time during the Lease Term, Landlord elects not to withdraw the Additional
Rent from the Bank Account pursuant to this Section 3.03, Landlord shall so notify Tenant
and thereafter, Tenant shall be responsible for delivering the Additional Rent to the payment
address set forth in Section 1.01(1) above in accordance with this Section 3.03. If
Operating Expenses increase during a calendar year, Landlord may increase the estimated Annual
Rental Adjustment during such year by giving Tenant written notice to that effect, and thereafter
Tenant shall pay to Landlord, in each of the remaining months of such year, an amount equal to the
amount of such increase in the estimated Annual Rental Adjustment divided by the number of months
remaining in such year. Within a reasonable time after the end of each calendar year, Landlord
shall prepare and deliver to Tenant a statement showing the actual Annual Rental Adjustment. Within
thirty (30) days after receipt of the aforementioned statement, Tenant shall pay to Landlord, or
Landlord shall credit against the next rent payment or payments due from Tenant, as the case may
be, the difference between the actual Annual Rental Adjustment for the preceding calendar year and
the estimated amount paid by Tenant during such year. This Section 3.03 shall survive the
expiration or any earlier termination of this Lease.



     Section 3.04. Late Charges. Tenant acknowledges that Landlord shall incur
certain additional unanticipated administrative and legal costs and expenses if Tenant fails to pay
timely any payment required hereunder. Therefore, in addition to the other remedies available to
Landlord hereunder, if any payment required to be paid by Tenant to Landlord hereunder shall become
overdue, such unpaid amount shall bear interest from the due date thereof to the date of payment at
the prime rate of interest, as reported in the Wall Street Journal (the “Prime Rate”) plus five
percent (5%) per annum. Landlord acknowledges and agrees that Tenant shall not be charged a fee
pursuant to this Section 3.04 to the extent that the Bank Account contained sufficient
funds, but Landlord failed to withdraw the Monthly Rental Installments as permitted in Section
3.01 above or the Additional Rent as permitted in
Section 3.03 above.



     Section 3.05. Inspection and Audit Rights.



     (a) Tenant shall have the right to inspect, at reasonable times and in a reasonable manner,
during the sixty (60) day period following the delivery of Landlord’s statement of the actual
amount of the Annual Rental Adjustment (the “Inspection Period”), such of Landlord’s books of
account and records as pertain to and contain information concerning the Annual Rental Adjustment
for the prior calendar year in order to verify the amounts thereof. Such inspection shall take
place at Landlord’s office upon at least fifteen (15) days prior written notice from Tenant to
Landlord. Only Tenant or a certified public accountant that is not being compensated for its
services on a contingency fee basis shall conduct such inspection. Tenant shall also agree to
follow Landlord’s reasonable procedures for auditing such books and records. Landlord and Tenant
shall act reasonably in assessing the other party’s calculation of the Annual Rental Adjustment.
Tenant shall provide Landlord with a copy of its findings within thirty (30) days after completion
of the audit. Tenant’s failure to exercise its rights hereunder within the Inspection Period shall
be deemed a waiver of its right to inspect or contest the method, accuracy or amount of such Annual
Rental Adjustment.



     (b) If Landlord and Tenant agree that Landlord’s calculation of the Annual Rental Adjustment
for the inspected calendar year was incorrect, the parties shall enter into a written agreement
confirming such undisputed error and then Landlord shall make a correcting payment in full to
Tenant within thirty (30) days after the determination of the amount of such error or credit such
amount against future Additional Rent if Tenant overpaid such amount, and Tenant shall pay Landlord
within thirty (30) days after the determination of such error if Tenant underpaid such amount. In
the event of any errors on the part of Landlord that Landlord agrees were errors costing Tenant in
excess of five percent (5%) of Tenant’s actual operating expense liability for any calendar year,
Landlord will also reimburse Tenant for the costs of an audit reasonably incurred by Tenant, in an
amount not to exceed $1,000.00, within the above thirty (30) day period.



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     (c) All of the information obtained through Tenant’s inspection with respect to
financial matters (including, without limitation, costs, expenses and income) and any other matters
pertaining to Landlord, the Leased Premises, the Building and/or the Park as well as any
compromise, settlement or adjustment reached between Landlord and Tenant relative to the results of
the inspection shall be held in strict confidence by Tenant and its officers, agents, and
employees; and Tenant shall cause its independent professionals to be similarly bound. The
obligations within the preceding sentence shall survive the expiration or earlier termination of
the Lease.



ARTICLE 4 — SECURITY DEPOSIT




     Upon execution and delivery of this Lease by Tenant, Tenant shall deposit the Security Deposit
with Landlord as security for the performance by Tenant of all of Tenant’s obligations contained in
this Lease. In the event of a default by Tenant, Landlord may apply all or any part of the Security
Deposit to cure all or any part of such default; provided, however, that any such application by
Landlord shall not be or be deemed to be an election of remedies by Landlord or considered or
deemed to be liquidated damages. Tenant agrees promptly, upon demand, to deposit such additional
sum with Landlord as may be required to maintain the full amount of the Security Deposit. All sums
held by Landlord pursuant to this Article 4 shall be without interest and may be commingled
by Landlord. Within thirty (30) days after the end of the Lease Term, provided that there is then
no uncured default or any repairs required to be made by Tenant pursuant to Section 2.03
above or Section 7.03 below, Landlord shall return the Security Deposit to Tenant.



ARTICLE 5 — OCCUPANCY AND USE




     Section 5.01. Use. Tenant shall use the Leased Premises for the Permitted Use
and for no other purpose without the prior written consent of Landlord.



     Section 5.02. Covenants of Tenant Regarding Use.



     (a) Tenant shall (i) use and maintain the Leased Premises and conduct its business thereon in
a safe, careful, reputable and lawful manner, (ii) comply with all covenants that encumber the
Building and all laws, rules, regulations, orders, ordinances, directions and requirements of any
governmental authority or agency, now in force or which may hereafter be in force, including,
without limitation, those which shall impose upon Landlord or Tenant any duty with respect to or
triggered by a change in the use or occupation of, or any improvement or alteration to, the Leased
Premises, and (iii) comply with and obey all reasonable directions, rules and regulations of
Landlord, including the Building Rules and Regulations attached hereto as Exhibit E and
made a part hereof, as may be modified from time to time by Landlord on reasonable notice to
Tenant; provided, however, that such directions, rules and regulations shall not materially and
adversely interfere with Tenant’s conduct of its business or Tenant’s use and enjoyment of the
Leased Premises, and Landlord shall uniformly enforce such directions, rules and regulations.



     (b) Tenant shall not do or permit anything to be done in or about the Leased Premises that
will in any way cause a nuisance, unreasonably obstruct or interfere with the rights of other
tenants or occupants of the Building or injure or annoy them. Landlord shall not be responsible to
Tenant for the non-performance by any other tenant or occupant of the Building of any of Landlord’s
directions, rules and regulations (outside of Landlord’s reasonable control), but agrees that any
enforcement thereof shall be done uniformly. Tenant shall not use the Leased Premises, nor allow
the Leased Premises to be used, for any purpose or in any manner that would (i) invalidate any
policy of insurance now or hereafter carried by Landlord on the Building, or (ii) increase the rate
of premiums payable on any such insurance policy unless Tenant reimburses Landlord for any increase
in premium charged.



     Section 5.03. Landlord’s Rights Regarding Use. Without limiting any of
Landlord’s rights specified elsewhere in this Lease (a) Landlord shall have the right at any time,
without notice to Tenant, to control, change or otherwise alter the Common Areas in such manner as
it deems necessary or proper, so long as any such control, change or alteration does not
materially and adversely affect Tenant’s use of the Leased Premises for the Permitted Use, and (b)
Landlord, its agents, employees and contractors and any mortgagee of the Building shall have the
right to enter any part of the Leased Premises at reasonable times (except in the event of an
emergency where no notice shall be required) for the purposes of examining or inspecting the same
(including, without limitation, testing to confirm Tenant’s compliance with this Lease), showing
the same to prospective purchasers, mortgagees or, during the last two hundred seventy (270) days
of the Lease Term, to tenants, and making such repairs, alterations or improvements to the Leased
Premises or the Building as Landlord may deem necessary or desirable. Landlord shall use
commercially reasonable efforts not to disturb Tenant during the exercise of its rights hereunder,




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provided that Landlord shall incur no liability to Tenant for such entry, nor shall such entry
constitute an eviction of Tenant or a termination of this Lease, or entitle Tenant to any abatement
of rent therefor.




ARTICLE 6 — UTILITIES AND OTHER BUILDING SERVICES




     Section 6.01. Services to be Provided. Provided Tenant is not in default,
Landlord shall furnish to Tenant, except as noted below, the following utilities and other services
to the extent reasonably necessary for Tenant’s use of the Leased Premises for the Permitted Use,
or as may be required by law or directed by governmental authority:



     (a) Heating, ventilation and air-conditioning between the hours of 8:00 a.m. and 6:00 p.m.
Monday through Friday and 9:00 a.m. to 1:00 p.m. on Saturday of each week except on legal
holidays;



     (b) Electrical current not to exceed four (4) watts per square foot;



     (c) Water in the Common Areas for lavatory and drinking purposes;



     (d) Automatic elevator service;



     (e) Cleaning and janitorial service in the Leased Premises and Common Areas on Monday
through Friday of each week except legal holidays; provided, however, Tenant shall be
responsible for carpet cleaning other than routine vacuuming;



     (f) Washing of windows at intervals reasonably established by Landlord;



     (g) Replacement of all lamps, bulbs, starters and ballasts in Building standard lighting
as required from time to time as a result of normal usage; and



     (h) Maintenance of the Common Areas, including the removal of rubbish, ice and snow.



     Section 6.02. Additional Services.



     (a) If Tenant requests utilities or building services in addition to those identified above,
or if Tenant uses any of the above utilities or services in frequency, scope, quality or quantity
substantially greater than that which Landlord determines is normally required by other tenants in
the Building, then Landlord shall use reasonable efforts to attempt to furnish Tenant with such
additional utilities or services. In the event Landlord is able to and does furnish such additional
utilities or services, the costs thereof (which shall be deemed to mean the cost that Tenant would
have incurred had Tenant contracted directly with the utility company or service provider) shall be
borne by Tenant, who shall reimburse Landlord monthly for the same as Additional Rent. Landlord
shall also have the right to submeter or separately meter the Leased Premises at Tenant’s sole
cost, and Tenant shall pay such utilities based on the submeter or separate meter.



     (b) If any lights, density of staff, machines or equipment used by Tenant in the Leased
Premises materially affect the temperature otherwise maintained by the Building’s air-conditioning
system or generate substantially more heat in the Leased Premises than that which would normally be
generated by other tenants in the Building or by tenants in comparable office buildings, then
Landlord shall have the right to install any machinery or equipment that Landlord considers
reasonably necessary in order to restore the temperature balance between the Leased Premises and
the rest of the Building, including, without limitation, equipment that modifies the Building’s
air-conditioning system. All costs expended by Landlord to install any such machinery and equipment
and any additional costs of operation and maintenance in connection therewith shall be borne by
Tenant (upon receipt by Tenant of written documentation showing Tenant’s use to be the proximate
cause of such installation), who shall reimburse Landlord for the same as provided in this
Section 6.02.



     Section 6.03. Interruption of Services. Tenant acknowledges and agrees that
any one or more of the utilities or other services identified in Sections 6.01 or
6.02 or otherwise hereunder may be interrupted by reason of accident, emergency or other
causes beyond Landlord’s control, or may be discontinued or diminished temporarily by Landlord or
other persons until certain repairs, alterations or improvements can be made. Landlord shall not
be liable in damages or otherwise for any failure or interruption of any utility or service and no
such failure or interruption shall entitle Tenant to terminate this Lease or withhold sums due
hereunder. Notwithstanding the foregoing, in the event that (i) an interruption of utility service
to the Leased Premises is due to Landlord’s negligence or intentional wrongful acts, (ii) the
restoration of such utility service is within Landlord’s reasonable control, and (iii) such
interruption renders all or a portion of the Leased Premises untenantable (meaning that Tenant is
unable to use, and does not use, such space for the Permitted Use as contemplated hereunder) for
more



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than ten (10) consecutive days, then Tenant shall notify Landlord in writing that Tenant intends
to abate rent. If service has not been restored within five (5) business days of Landlord’s
receipt of Tenant’s notice, then Minimum Annual Rent shall abate proportionately with respect to
the portion of the Leased Premises rendered untenantable on a per diem basis for each day after
such five (5) business-day period during which such portion of the Leased Premises remains
untenantable. Such abatement shall be Tenant’s sole remedy for Landlord’s failure to restore
service as set forth above, and Tenant shall not be entitled to damages (consequential or
otherwise) as a result thereof.



ARTICLE
7 — REPAIRS, MAINTENANCE AND ALTERATIONS




     Section 7.01. Repair and Maintenance of Building. Landlord shall make all
necessary repairs and replacements to the roof, exterior walls, exterior doors, windows, corridors
and other Common Areas, and all Building systems such as mechanical, electrical, and plumbing, and
Landlord shall keep the Building in good, clean and neat condition and use reasonable efforts to
keep all equipment used in common with other tenants in good condition and repair. The cost of such
repairs, replacements and maintenance shall be included in Operating Expenses to the extent
provided in Section 3.02; provided however, to the extent any such repairs, replacements or
maintenance are required proximately because of the negligence, misuse or default of Tenant, its
employees, agents, contractors, customers or invitees, Landlord shall make such repairs at Tenant’s
sole expense.



     Section 7.02. Repair and Maintenance of Leased Premises. Landlord shall keep
and maintain the Leased Premises in good condition and repair. The cost of such repairs and
maintenance to the Leased Premises shall be included in Operating Expenses; provided however, to
the extent any repairs or maintenance are required in the Leased Premises because of the
negligence, misuse or default of Tenant, its employees, agents, contractors, customers or invitees
(but only if Landlord provides Tenant written notice of such negligence, misuse, or default) or are
made at the specific request of Tenant, Landlord shall make such repairs or perform such
maintenance at Tenant’s sole expense. Notwithstanding the above, Tenant shall be solely responsible
for any repair or replacement with respect to Tenant’s Property (as defined in Section 8.01
below) located in the Leased Premises. Nothing in this Article 7 shall obligate Landlord or
Tenant to repair normal wear and tear to any paint, wall covering or carpet in the Leased Premises.



     Section 7.03. Alterations.



     (a) Tenant shall not permit alterations in or to the Leased Premises unless and until Landlord
has approved the plans therefor in writing. Other than the Tenant Improvements listed on
Exhibit B, as a condition of such approval, Landlord may require Tenant to remove the
alterations and restore the Leased Premises upon termination of this Lease; otherwise, all such
alterations shall at Landlord’s option become a part of the realty and the property of Landlord,
and shall not be removed by Tenant. Tenant shall ensure that all alterations shall be made in
accordance with all applicable laws, regulations and building codes, in a good and workmanlike
manner and of quality equal to or better than the original construction of the Building. No person
shall be entitled to any lien derived through or under Tenant for any labor or material furnished
to the Leased Premises, and nothing in this Lease shall be construed to constitute Landlord’s
consent to the creation of any lien. If any lien is filed against the Leased Premises for work
claimed to have been done for or material claimed to have been furnished to Tenant, Tenant shall
cause such lien to be discharged of record within thirty (30) days after filing. Tenant shall
indemnify Landlord from all reasonable, third-party costs, losses, expenses and attorneys’ fees
actually incurred in connection with any construction or alteration and any related lien. Tenant
agrees that at Landlord’s option, Duke Construction Limited Partnership or a subsidiary or
affiliate of Landlord, who shall receive a fee (not to exceed ten percent [10%] of “hard”
construction costs) as Landlord’s construction manager or general contractor, shall perform all
work on any alterations to the Leased Premises.



     (b) Notwithstanding anything to the contrary above, Tenant shall have the right to make
alterations to the Leased Premises without obtaining Landlord’s prior written consent provided that
(i) such alterations do not exceed Ten Thousand and No/100 Dollars ($10,000.00) in cost in any one
instance; (ii) such alterations are non-structural in nature, are not visible from the exterior of
the Leased Premises and do not affect the Building systems; (iii) such alterations do not require a
permit; (iv) Tenant provides Landlord with prior written notice of its intention to make such
alterations stating in reasonable detail the nature, extent and estimated cost of such alterations,
together with the plans and specifications for the same no less than ten (10) days before the date
on which Tenant anticipates commencing construction of the same, and (v) at Landlord’s option,
Tenant must remove such alterations and restore the Leased Premises upon the termination of the
Lease.



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ARTICLE 8 — INDEMNITY AND INSURANCE




     Section 8.01. Release. All of Tenant’s trade fixtures, merchandise, inventory
and all other personal property in or about the Leased Premises, the Building or the Common Areas,
which is deemed to include the trade fixtures, merchandise, inventory and personal property of
others located in or about the Leased Premises or Common Areas at the invitation, direction or
acquiescence (express or implied) of Tenant (all of which property shall be referred to herein,
collectively, as “Tenant’s Property”), shall be and remain at Tenant’s sole risk. Landlord shall
not be liable to Tenant or to any other person for, and Tenant hereby releases Landlord from (a)
any and all liability for theft or damage to Tenant’s Property, and (b) any and all liability for
any injury to Tenant or its employees, agents, contractors, guests and invitees in or about the
Leased Premises, the Building or the Common Areas, except to the extent of personal injury (but not
property loss or damage) caused directly by the negligence or willful misconduct of Landlord, its
agents, employees or contractors. Nothing contained in this Section 8.01 shall limit (or be
deemed to limit) the waivers contained in Section 8.06 below. In the event of any conflict
between the provisions of Section 8.06 below and this Section 8.01, the provisions
of Section 8.06 shall prevail. This Section 8.01 shall survive the expiration or
earlier termination of this Lease.



     Section 8.02. Indemnification by Tenant. Tenant shall protect, defend,
indemnify and hold Landlord, its agents, employees and contractors harmless from and against any
and all claims, damages, demands, penalties, costs, liabilities, losses, and expenses (including
reasonable attorneys’ fees and expenses at the trial and appellate levels) to the extent (a)
arising out of or relating to any act, omission, negligence, or willful misconduct of Tenant or
Tenant’s agents, employees, contractors, customers or invitees in or about the Leased Premises, the
Building or the Common Areas, (b) arising out of or relating to any of Tenant’s Property, or (c)
arising out of any other act or occurrence within the Leased Premises, in all such cases except to
the extent of personal injury (but not property loss or damage) caused directly by the negligence
or willful misconduct of Landlord, its agents, employees or contractors. Nothing contained in this
Section 8.02 shall limit (or be deemed to limit) the
waivers contained in Section 8.06 below. In the event of any conflict between the provisions of Section 8.06 below and
this Section 8.02. the provisions of Section 8.06 shall prevail. This Section
8.02 shall survive the expiration or earlier termination of this Lease.



     Section 8.03. Indemnification by Landlord. Landlord shall protect, defend,
indemnify and hold Tenant, its agents, employees and contractors harmless from and against any and
all claims, damages, demands, penalties, costs, liabilities, losses and expenses (including
reasonable attorneys’ fees and expenses at the trial and appellate levels) to the extent arising
out of or relating to any act, omission, negligence or willful misconduct of Landlord or Landlord’s
agents, employees or contractors. Nothing contained in this Section 8.03 shall limit (or be
deemed to limit) the waivers contained in Section 8.06below. In the event of any conflict
between the provisions of Section 8.06 below and this Section 8.03, the provisions
of Section 8.06 shall prevail. This Section 8.03 shall survive the expiration or
earlier termination of this Lease.



     Section 8.04. Tenant’s Insurance.



     (a) During the Lease Term (and any period of early entry or occupancy or holding over by
Tenant, if applicable), Tenant shall maintain the following types of insurance, in the amounts
specified below:



          (i) Liability Insurance. Commercial General Liability Insurance (which
insurance shall not exclude blanket contractual liability, broad form property damage, personal
injury, or fire damage coverage) covering the Leased Premises and Tenant’s use thereof against
claims for bodily injury or death and property damage, which insurance shall provide coverage on an
occurrence basis with a per occurrence limit of not less than $3,000,000, and with general
aggregate limits of not less than $5,000,000 for each policy year, which limits may be satisfied by
any combination of primary and excess or umbrella per occurrence policies.




          (ii) Casualty Insurance. Special Form Insurance (which insurance shall not
exclude flood or earthquake) in the amount of the full replacement cost of Tenant’s Property and
betterments (including alterations or additions performed by Tenant pursuant hereto, but excluding
those improvements, if any, made pursuant to Section 2.02 above), which insurance shall
include an agreed amount endorsement waiving coinsurance limitations.




          (iii) Worker’s Compensation Insurance. Worker’s Compensation insurance in
amounts required by applicable law.




          (iv) Business Interruption Insurance. Business Interruption Insurance with
limits not less than an amount equal to one (1) year rent hereunder.







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     (b) All insurance required by Tenant hereunder shall (i) be issued by one or more
insurance companies reasonably acceptable to Landlord, licensed to do business in the State in
which the Leased Premises is located and having an AM Best’s rating of A IX or better, and (ii)
provide that said insurance shall not be materially changed, canceled or permitted to lapse on less
than thirty (30) days’ prior written notice to Landlord. In addition, Tenant’s insurance shall
protect Tenant and Landlord as their interests may appear, naming Landlord, Landlord’s managing
agent, and any mortgagee requested by Landlord, as additional insureds under its commercial general
liability policies. On or before the Commencement Date (or the date of any earlier entry or
occupancy by Tenant), and thereafter, within thirty (30) days prior to the expiration of each such
policy, Tenant shall furnish Landlord with certificates of insurance in the form of ACORD 28, (or
other evidence of insurance reasonably acceptable to Landlord), evidencing all required coverages,
together with a copy of the endorsements to Tenant’s commercial general liability policies naming
the appropriate additional insureds. Upon Tenant’s receipt of a request from Landlord, Tenant shall
provide Landlord with copies of all insurance policies, including all endorsements, evidencing the
coverages required hereunder. If Tenant fails to carry such insurance and furnish Landlord with
such certificates of insurance or copies of insurance policies (if applicable), Landlord may obtain
such insurance on Tenant’s behalf and Tenant shall reimburse Landlord upon demand for the cost
thereof as Additional Rent.



     Section 8.05. Landlord’s Insurance. During the Lease Term, Landlord shall
maintain the following types of insurance, in the amounts specified below (the cost of which
shall be included in Operating Expenses):



     (a) Liability Insurance. Commercial General Liability Insurance (which insurance shall
not exclude blanket, contractual liability, broad form property damage, personal injury, or fire
damage coverage) covering the Common Areas against claims for bodily injury or death and property
damage, which insurance shall provide coverage on an occurrence basis with a per occurrence limit
of not less than $3,000,000, and with general aggregate limits of not less than $10,000,000 for
each policy year, which limits may be satisfied by any combination of primary and excess or
umbrella per occurrence policies.



     (b) Casualty Insurance. Special Form Insurance (which insurance shall not exclude
flood or earthquake) in the amount of the full replacement cost of the Building, including, without
limitation, any improvements, if any, made pursuant to Section 2.02 above, but excluding
Tenant’s Property and any other items required to be insured by Tenant pursuant to Section
8.04 above.



     Section 8.06. Waiver of Subrogation. Notwithstanding anything contained in
this Lease to the contrary, Landlord and Tenant hereby waive any rights each may have against the
other on account of any loss of or damage to their respective property, the Leased Premises, its
contents, or other portions of the Building or Common Areas arising from any risk which is required
to be insured against by Sections 8.04(a)(ii) and 8.05(b) above. The special form
coverage insurance policies maintained by Landlord and Tenant as provided in this Lease shall
include an endorsement containing an express waiver of any rights of subrogation by the insurance
company against Landlord and Tenant, as applicable.



ARTICLE 9 — CASUALTY




     In the event of total or partial destruction of the Building or the Leased Premises by fire
or other casualty, Landlord agrees promptly to diligently restore and repair same; provided,
however, Landlord’s obligation hereunder with respect to the Leased Premises shall be limited to
the reconstruction of such of the leasehold improvements as were originally required to be made by
Landlord pursuant to Section 2.02 above, if any. Rent shall proportionately abate during
the time that the Leased Premises or part thereof are unusable because of any such damage (except
that Rent shall fully abate if no part of the Leased Premises is suitable for the conduct of
Tenant’s business). Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed
that they cannot be repaired or rebuilt within two hundred ten (210) days from the casualty date;
or (b) destroyed by a casualty that is not covered by the insurance required hereunder or, if
covered, such insurance proceeds are not released by any mortgagee entitled thereto or are
insufficient to rebuild the Building and the Leased Premises; then, in case of a clause (a)
casualty, either Landlord or Tenant may, or, in the case of a clause (b) casualty, then Landlord
may, upon thirty (30) days’ written notice to the other party, terminate this Lease with respect
to matters thereafter accruing. Tenant waives any right under applicable laws inconsistent with
the terms of this paragraph.



ARTICLE 10 — EMINENT DOMAIN




     If all or any substantial part of the Building or Common Areas shall be acquired by the
exercise of eminent domain, Landlord may terminate this Lease by giving written notice to Tenant
on or before the date possession thereof is so taken. If all or any part of the Leased Premises
shall be acquired by the



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exercise of eminent domain so that the Leased Premises shall become impractical for Tenant to use
for the Permitted Use, Tenant may terminate this Lease by giving written notice to Landlord as of
the date possession thereof is so taken. All damages awarded shall belong to Landlord; provided,
however, that Tenant may claim dislocation damages if such amount is not subtracted from Landlord’s
award.




ARTICLE 11 — ASSIGNMENT AND SUBLEASE




     Section 11.01. Assignment and Sublease.



     (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part
without Landlord’s prior written consent. In the event of any permitted assignment or subletting,
Tenant shall remain primarily liable hereunder, and except for any Permitted Transferee under
Section 11.02 hereunder, any extension, expansion, rights of first offer, rights of first
refusal or other options granted to Tenant under this Lease shall be rendered void and of no
further force or effect. The acceptance of rent from any other person shall not be deemed to be a
waiver of any of the provisions of this Lease or to be a consent to the assignment of this Lease or
the subletting of the Leased Premises. Any assignment or sublease consented to by Landlord shall
not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment
or sublease.



     (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld
consent to a proposed assignment or sublease if in Landlord’s reasonable opinion (i) the Leased
Premises are or may be adversely affected; (ii) the business reputation of the proposed assignee or
subtenant is unacceptable; (iii) the financial worth of the proposed assignee or subtenant is
insufficient to meet the obligations hereunder, or (iv) the prospective assignee or subtenant is a
current tenant in the Building and Landlord has space available for lease in the Building. Landlord
further expressly reserves the right to refuse to give its consent to any subletting if the
proposed rent is publicly advertised to be less than the then current rent for similar premises in
the Building.



     (c) If Tenant shall make any assignment or sublease, with Landlord’s consent, for a rental in
excess of the rent payable under this Lease, Tenant shall pay to Landlord fifty percent (50%) of
any such net excess rental (after deducting brokerage fees, attorneys’ fees, tenant
improvement/upfit costs, and any other reasonably necessary expenses incurred in consummating the
sublease or assignment). Tenant agrees to pay Landlord $500.00 upon demand by Landlord for
reasonable accounting and attorneys’ fees incurred in conjunction with the processing and
documentation of any requested assignment, subletting or any other hypothecation of this Lease or
Tenant’s interest in and to the Leased Premises as consideration for Landlord’s consent.



     Section 11.02. Permitted Transfer. Notwithstanding anything to the contrary
contained in Section 11.01 above, Tenant shall have the right, without Landlord’s consent,
but upon ten (10) days prior notice to Landlord, to (a) sublet all or part of the Leased Premises
to any related corporation or other entity which controls Tenant, is controlled by Tenant or is
under common control with Tenant; (b) assign all or any part of this Lease to any related
corporation or other entity which controls Tenant, is controlled by Tenant, or is under common
control with Tenant, or to a successor entity into which or with which Tenant is merged or
consolidated or which acquires substantially all of Tenant’s assets or property; or (c) effectuate
any public offering of Tenant’s stock on the New York Stock Exchange or in the NASDAQ over the
counter market, provided that in the event of a transfer pursuant to clause (b), the tangible net
worth after any such transaction is not less than the tangible net worth of Tenant as of the date
hereof and provided further that such successor entity assumes all of the obligations and
liabilities of Tenant (any such entity hereinafter referred to as a “Permitted Transferee”). For
the purpose of this Article 11.02 “control” shall mean ownership of not less than fifty
percent (50%) of all voting stock or legal and equitable interest in such corporation or entity,
and (ii) “tangible net worth” shall mean the excess of the value of tangible assets (i.e. assets
excluding those which are intangible such as goodwill, patents and trademarks) over liabilities.
Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this
paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part
of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example,
transferring its interest to a shell corporation that subsequently files a bankruptcy), and any
such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from
a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or
any sale of substantially all of the assets of Tenant that do not meet the requirements of this
Section 11.02 shall be deemed an assignment or transfer that requires Landlord’s prior
written consent pursuant to Section 11.01 above.



ARTICLE 12 — TRANSFERS BY LANDLORD




     Section 12.01. Sale of the Building. Landlord shall have the right to sell
the Building at any time during the Lease Term, subject only to the rights of Tenant hereunder;
and upon the assumption by







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the transferee of the obligations and liabilities of Landlord hereunder, such sale shall operate to
release Landlord from liability hereunder after the date of such conveyance.




     Section 12.02. Estoppel Certificate. Within fifteen (15) days following
receipt of a written request from Landlord, Tenant shall execute and deliver to Landlord, without
cost to Landlord, an estoppel certificate in such form as Landlord may reasonably request
certifying (a) that this Lease is in full force and effect and unmodified or stating the nature of
any modification, (b) the date to which rent has been paid, (c) that there are not, to Tenant’s
knowledge, any uncured defaults or specifying such defaults if any are claimed, and (d) any other
matters or state of facts reasonably required respecting the Lease. Such estoppel may be relied
upon by Landlord and by any purchaser or mortgagee of the Building.



     Section 12.03. Subordination. Landlord shall have the right to subordinate
this Lease to any mortgage, deed to secure debt, deed of trust or other instrument in the nature
thereof, and any amendments or modifications thereto (collectively, a “Mortgage”) presently
existing or hereafter encumbering the Building by so declaring in such Mortgage. Within fifteen
(15) days following receipt of a written request from Landlord, Tenant shall execute and deliver to
Landlord, without cost, any instrument that Landlord deems reasonably necessary or desirable to
confirm the subordination of this Lease. Notwithstanding the foregoing, Landlord shall provide
Tenant with a written non-disturbance agreement (in a commercially reasonable form) providing that,
if the holder of the Mortgage shall take title to the Leased Premises through foreclosure or deed
in lieu of foreclosure, Tenant shall be allowed to continue in possession of the Leased Premises as
provided for in this Lease so long as Tenant is not in Default, beyond any applicable cure period.



ARTICLE 13 — DEFAULT AND REMEDY




     Section 13.01. Default. The occurrence of any of the following shall be a
“Default”:



     (a) Tenant fails to pay any Monthly Rental Installments or Additional Rent within five (5)
days after the same is due. Landlord acknowledges and agrees that Tenant shall not be in Default
under this subsection (a) to the extent that the Bank Account contained sufficient funds, but
Landlord failed to withdraw the Monthly Rental Installments as permitted in Section 3.01
above or the Additional Rent as permitted in Section 3.03 above. Notwithstanding the
foregoing, Landlord shall provide Tenant with a written courtesy notice of such Default and Tenant
shall have an additional five (5) days to cure such Default; provided, however, that Landlord shall
not be required to give such courtesy notice more than one (1) time with respect to any particular
Default, nor more than one (1) time in any consecutive twelve (12) month period with respect to any
payment Defaults in the aggregate.



     (b) Tenant fails to perform or observe any other term, condition, covenant or obligation
required under this Lease for a period of thirty (30) days after written notice thereof from
Landlord; provided, however, that if the nature of Tenant’s default is such that more than thirty
(30) days are reasonably required to cure, then such default shall be deemed to have been cured if
Tenant commences such performance within said thirty (30) day period and thereafter diligently
completes the required action within a reasonable time.



     (c) Tenant may vacate the Leased Premises during the term of this Lease provided (i) Tenant is
not otherwise in default hereunder; (ii) Tenant continues to pay rent through the end of the term
of the Leased Premises as defined in Section 3.01 of this Lease Agreement, (iii) Tenant adequately
secures the Leased Premises to prevent damage, destruction or vandalism to the Leased Premises;
(iv) Tenant continues such utilities to the Leased Premises as will prevent any damage to the
Leased Premises; (v) Tenant continues to provide insurance for the Leased Premises and Tenant pays
any increased premium resulting from a lack of a tenant in the Leased Premises. Therefore, except
for physically occupying the Leased Premises, Tenant shall otherwise comply with all its
obligations under the Lease, including but not limited to the obligation to pay all rental due
hereunder.



     (d) Tenant shall assign or sublet all or a portion of the Leased Premises in contravention of
the provisions of Article 11 of this Lease.



     (e) All or substantially all of Tenant’s assets in the Leased Premises or Tenant’s interest
in
this Lease are attached or levied under execution (and Tenant does not discharge the same
within sixty
(60) days thereafter); a petition in bankruptcy, insolvency or for reorganization or
arrangement is filed by
or against Tenant (and Tenant fails to secure a stay or discharge thereof within sixty (60)
days
thereafter); Tenant is insolvent and unable to pay its debts as they become due; Tenant makes
a general

assignment for the benefit of creditors; Tenant takes the benefit of any insolvency action or
law; the
 appointment of a receiver or trustee in bankruptcy for Tenant or its assets if such
receivership has not




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been vacated or set aside within thirty (30) days thereafter; or, dissolution or other
termination of Tenant’s corporate charter if Tenant is a corporation.



In addition to the defaults described above, the parties agree that if Tenant receives written
notice of a violation of the performance of any (but not necessarily the same) term or condition of
this Lease three (3) or more times during any twelve (12) month period, regardless of whether such
violations are ultimately cured, then such conduct shall, at Landlord’s option, represent a
separate Default.




     Section 13.02. Remedies. Upon the occurrence of any Default, Landlord shall
have the following rights and remedies, in addition to those stated elsewhere in this Lease and
those allowed by law or in equity, any one or more of which may be exercised without further notice
to Tenant:



     (a) Landlord may re-enter the Leased Premises and cure any Default of Tenant, and Tenant shall
reimburse Landlord as Additional Rent for any reasonable costs and expenses which Landlord thereby
incurs; and Landlord shall not be liable to Tenant for any loss or damage which Tenant may sustain
by reason of Landlord’s action.



     (b) Without terminating this Lease, Landlord may terminate Tenant’s right to possession of the
Leased Premises, and thereafter, neither Tenant nor any person claiming under or through Tenant
shall be entitled to possession of the Leased Premises, and Tenant shall immediately surrender the
Leased Premises to Landlord, and Landlord may re-enter the Leased Premises and dispossess Tenant
and any other occupants of the Leased Premises by any lawful means and may remove their effects,
without prejudice to any other remedy that Landlord may have. Upon termination of possession,
Landlord may (i) re-let all or any part thereof for a term different from that which would
otherwise have constituted the balance of the Lease Term and for rent and on terms and conditions
different from those contained herein (in Landlord’s reasonable discretion), whereupon Tenant shall
be immediately obligated to pay to Landlord an amount equal to the present value (discounted at the
Prime Rate) of the difference between the rent provided for herein and that provided for in any
lease covering a subsequent re-letting of the Leased Premises, for the period which would otherwise
have constituted the balance of the Lease Term (the “Accelerated Rent Difference”), or (ii) without
re-letting, declare the present value (discounted at the Prime Rate) of all rent which would have
been due under this Lease for the balance of the Lease Term to be immediately due and payable as
liquidated damages (the “Accelerated Rent”). Upon termination of possession, Tenant shall be
obligated to pay to Landlord (A) the Accelerated Rent Difference or the Accelerated Rent, whichever
is applicable, (B) all loss or damage that Landlord may sustain by reason of Tenant’s Default
(“Default Damages”), which shall include, without limitation, reasonable expenses of preparing the
Leased Premises for re-letting, demolition, repairs, tenant finish improvements, brokers’
commissions and attorneys’ fees, and (C) all unpaid Minimum Annual Rent and Additional Rent that
accrued prior to the date of termination of possession, plus any interest and late fees due
hereunder (the “Prior Obligations”).



     (c) Landlord may terminate this Lease and declare the Accelerated Rent to be immediately due
and payable, whereupon Tenant shall be obligated to pay to Landlord (i) the Accelerated Rent
(subject to any proceeds from re-letting), (ii) all of Landlord’s Default Damages, and (iii) all
Prior Obligations. It is expressly agreed and understood that all of Tenant’s liabilities and
obligations set forth in this subsection (c) shall survive termination.



     (d) Landlord and Tenant acknowledge and agree that the payment of the Accelerated Rent
Difference or the Accelerated Rent as set above shall not be deemed a penalty, but merely shall
constitute payment of liquidated damages, it being understood that actual damages to Landlord are
extremely difficult, if not impossible, to ascertain. Neither the filing of a dispossessory
proceeding nor an eviction of personalty in the Leased Premises shall be deemed to terminate the
Lease.



     (e) Landlord may sue for injunctive relief or to recover damages for any loss resulting from
the Default.



     (f) If Landlord has terminated this Lease or Tenant’s right to possession, Landlord agrees to
use commercially reasonable efforts to mitigate its damages. Landlord shall be required only to use
reasonable efforts to mitigate, which shall not exceed such efforts as Landlord generally uses to
lease other space in the Building. Landlord will not be deemed to have failed to mitigate if
Landlord leases any other portions of the Building before re-letting all or any portion of the
Leased Premises. Landlord shall not be deemed to have failed to mitigate if it incurs Default
Damages. Tenant shall bear the burden of proof that Landlord failed to mitigate.



     Section 13.03. Landlord’s Default and Tenant’s Remedies. Landlord shall be in
default if it fails to perform any term, condition, covenant or obligation required under this
Lease for a period of thirty (30) days after written notice thereof from Tenant to Landlord;
provided, however, that if the term,



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condition, covenant or obligation to be performed by Landlord is such that it cannot reasonably be
performed within thirty (30) days, such default shall be deemed to have been cured if Landlord
commences such performance within said thirty-day period and thereafter diligently undertakes to
complete the same. Upon the occurrence of any such default, Tenant may sue for injunctive relief or
to recover damages for any loss directly resulting from the breach, but Tenant shall not be
entitled to terminate this Lease or withhold, offset or abate any sums due hereunder.



     Section 13.04. Limitation of Landlord’s Liability. If Landlord shall fail to
perform any term, condition, covenant or obligation required to be performed by it under this Lease
and if Tenant shall, as a consequence thereof, recover a money judgment against Landlord, Tenant
agrees that it shall look solely to Landlord’s right, title and interest in and to the Building
(including rental income and insurance and/or condemnation proceeds) for the collection of such
judgment; and Tenant further agrees that no other assets of Landlord shall be subject to levy,
execution or other process for the satisfaction of Tenant’s judgment.



     Section 13.05. Nonwaiver of Defaults. Neither party’s failure or delay in
exercising any of its rights or remedies or other provisions of this Lease shall constitute a
waiver thereof or affect its right thereafter to exercise or enforce such right or remedy or other
provision. No waiver of any default shall be deemed to be a waiver of any other default. Landlord’s
receipt of less than the full rent due shall not be construed to be other than a payment on account
of rent then due, nor shall any statement on Tenant’s check or any letter accompanying Tenant’s
check be deemed an accord and satisfaction. No act or omission by Landlord or its employees or
agents during the Lease Term shall be deemed an acceptance of a surrender of the Leased Premises,
and no agreement to accept such a surrender shall be valid unless in writing and signed by
Landlord.



     Section 13.06. Attorneys’ Fees. If either party defaults in the performance or
observance of any of the terms, conditions, covenants or obligations contained in this Lease and
the non-defaulting party obtains a judgment against the defaulting party, then the defaulting party
agrees to reimburse the non-defaulting party for reasonable attorneys’ fees incurred in connection
therewith. In addition, if a monetary Default shall occur and Landlord engages outside counsel to
exercise its remedies hereunder, and then Tenant cures such monetary Default, Tenant shall pay to
Landlord, on demand, all expenses incurred by Landlord as a result thereof, including reasonable
attorneys’ fees, court costs and expenses actually incurred.



ARTICLE 14 — LANDLORD’S RIGHT TO RELOCATE TENANT




INTENTIONALLY OMITTED.



ARTICLE 15 — TENANT’S RESPONSIBILITY REGARDING

ENVIRONMENTAL LAWS AND HAZARDOUS SUBSTANCES



     Section 15.01. Environmental Definitions.



     (a) “Environmental Laws” shall mean all present or future federal, state and municipal laws,
ordinances, rules and regulations applicable to the environmental and ecological condition of the
Leased Premises, and the rules and regulations of the Federal Environmental Protection Agency and
any other federal, state or municipal agency or governmental board or entity having jurisdiction
over the Leased Premises.



     (b) “Hazardous Substances” shall mean those substances included within the definitions of
“hazardous substances,” “hazardous materials,” “toxic substances” “solid waste” or “infectious
waste” under Environmental Laws and petroleum products.



     Section 15.02. Restrictions on Tenant. Tenant shall not cause or permit the
use, generation, release, manufacture, refining, production, processing, storage or disposal of
any Hazardous Substances on, under or about the Leased Premises, or the transportation to or from
the Leased Premises of any Hazardous Substances, except as necessary and appropriate for its
Permitted Use in which case the use, storage or disposal of such Hazardous Substances shall be
performed in compliance with the Environmental Laws and the highest standards prevailing in the
industry.




     Section 15.03. Notices, Affidavits, Etc. Tenant shall immediately (a) notify
Landlord of (i) any violation by Tenant, its employees, agents, representatives, customers,
invitees or contractors of any Environmental Laws on, under or about the Leased Premises, or (ii)
the presence or suspected presence of any Hazardous Substances on, under or about the Leased
Premises, and (b) deliver to Landlord any notice received by Tenant relating to (a)(i) and (a)(ii)
above from any source. Tenant shall execute affidavits, representations and the like within ten
(10) days of Landlord’s request therefor concerning



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Tenant’s best knowledge and belief regarding the presence of any Hazardous Substances on,
under or about the Leased Premises.



     Section 15.04. Tenant’s Indemnification. Tenant shall indemnify
Landlord and Landlord’s managing agent from any and all claims, losses, liabilities, costs,
expenses and damages, including attorneys’ fees, costs of testing and remediation costs,
incurred by Landlord in connection with any breach by Tenant of its obligations under this
Article 15. The covenants and obligations under this Article 15 shall
survive the expiration or earlier termination of this Lease.



     Section 15.05. Existing Conditions. Notwithstanding anything contained in this
Article 15 to the contrary, Tenant shall not have any liability to Landlord under this
Article 15 resulting from any conditions existing, or events occurring, or any Hazardous
Substances existing or generated, at, in, on, under or in connection with the Leased Premises prior
to the Commencement Date of this Lease (or any earlier occupancy of the Leased Premises by Tenant)
except to the extent Tenant exacerbates the same.



ARTICLE 16 — MISCELLANEOUS




     Section 16.01. Benefit of Landlord and Tenant. This Lease shall inure to the
benefit of and be binding upon Landlord and Tenant and their respective successors and assigns.



     Section 16.02. Governing Law. This Lease shall be governed in accordance with
the laws of the State where the Building is located.



     Section 16.03. Force Majeure. Landlord and Tenant (except with respect to the
payment of any monetary obligation) shall be excused for the period of any delay in the performance
of any obligation hereunder when such delay is occasioned by causes beyond its control, including
but not limited to work stoppages, boycotts, slowdowns or strikes; shortages of materials,
equipment, labor or energy; unusual weather conditions; or acts or omissions of governmental or
political bodies.



     Section 16.04. Examination of Lease. Submission of this instrument by Landlord
to Tenant for examination or signature does not constitute an offer by Landlord to lease the Leased
Premises. This Lease shall become effective, if at all, only upon the execution by and delivery to
both Landlord and Tenant.



     Section 16.05. Indemnification for Leasing Commissions. The parties hereby
represent and warrant that the only real estate brokers involved in the negotiation and execution
of this Lease are the Brokers and that no other party is entitled, as a result of the actions of
the respective party, to a commission or other fee resulting from the execution of this Lease. Each
party shall indemnify the other from any and all liability for the breach of this representation
and warranty on its part and shall pay any compensation to any other broker or person who may be
entitled thereto. Landlord shall pay any commissions due Brokers based on this Lease pursuant to
separate agreements between Landlord and Brokers.



     Section 16.06. Notices. Any notice required or permitted to be given under
this Lease or by law shall be deemed to have been given if it is written and delivered in person or
by overnight courier or mailed by certified mail, postage prepaid, to the party who is to receive
such notice at the address specified in Section 1.01(1). If sent by overnight courier, the
notice shall be deemed to have been given one (1) day after sending. If mailed, the notice shall be
deemed to have been given upon actual receipt or refusal thereof. Either party may change its
address by giving written notice thereof to the other party.



     Section 16.07. Partial Invalidity; Complete Agreement. If any provision of
this Lease shall be held to be invalid, void or unenforceable, the remaining provisions shall
remain in full force and effect. This Lease represents the entire agreement between Landlord and
Tenant covering everything agreed upon or understood in this transaction. There are no oral
promises, conditions, representations, understandings, interpretations or terms of any kind as
conditions or inducements to the execution hereof or in effect between the parties. No change or
addition shall be made to this Lease except by a written agreement executed by Landlord and Tenant.



     Section 16.08. Financial Statements. During the Lease Term and any extensions
thereof, Tenant shall provide to Landlord on an annual basis, within ninety (90) days following
the end of Tenant’s fiscal year, a copy of Tenant’s most recent financial statements prepared as
of the end of Tenant’s fiscal year. Such financial statements shall be signed by Tenant or an
officer of Tenant, if applicable, who shall attest to the truth and accuracy of the information
set forth in such statements. All financial statements provided by Tenant to Landlord hereunder
shall be prepared in conformity with generally accepted accounting principles, consistently
applied.



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     Section 16.09. Representations and Warranties.



     (a) Tenant hereby represents and warrants that (i) Tenant is duly organized, validly existing
and in good standing (if applicable) in accordance with the laws of the State under which it was
organized; (ii) Tenant is authorized to do business in the State where the Building is located; and
(iii) the individual(s) executing and delivering this Lease on behalf of Tenant has been properly
authorized to do so, and such execution and delivery shall bind Tenant to its terms.



     (b) Landlord hereby represents and warrants that (i) Landlord is duly organized, validly
existing and in good standing (if applicable) in accordance with the laws of the State under which
it was organized; (ii) Landlord is authorized to do business in the State where the Building is
located; and (iii) the individual(s) executing and delivering this Lease on behalf of Landlord has
been properly authorized to do so, and such execution and delivery shall bind Landlord to its
terms.



     Section 16.10. Signage. Landlord, at its cost and expense, shall provide
Tenant with Building standard signage on the main Building directory and at the entrance to the
Leased Premises. Any changes requested by Tenant to the initial directory or suite signage shall be
made at Tenant’s sole cost and expense and shall be subject to Landlord’s approval, which approval
shall not be unreasonably withheld. Landlord may install such other signs, advertisements, notices
or tenant identification information on the Building directory, tenant access doors or other areas
of the Building, as it shall deem necessary or proper. Tenant shall not place any exterior signs on
the Leased Premises or interior signs visible from the exterior of the Leased Premises without the
prior written consent of Landlord. Notwithstanding any other provision of this Lease to the
contrary, Landlord may immediately remove any sign(s) placed by Tenant in violation of this
Section 16.10.



     Section 16.11. Parking. Tenant shall be entitled to the non-exclusive use of
four (4) parkings space for every 1,000 rentable square feet of the Leased Premises in the parking
spaces designated for the Building by Landlord. Tenant agrees not to overburden the parking
facilities and agrees to cooperate with Landlord and other tenants in the use of the parking
facilities. Landlord reserves the right in its absolute discretion to determine whether parking
facilities are becoming crowded and, in such event, to allocate parking spaces between Tenant and
other tenants. There will be no assigned parking unless Landlord, in its sole discretion, deems
such assigned parking advisable. No vehicle may be repaired or serviced in the parking area and any
vehicle brought into the parking area by Tenant, or any of Tenant’s employees, contractors or
invitees, and deemed abandoned by Landlord will be towed and all costs thereof shall be borne by
the Tenant. All driveways, ingress and egress, and all parking spaces are for the joint use of all
tenants. There shall be no parking permitted on any of the streets or roadways located within the
Park. In addition, Tenant agrees that its employees will not park in the spaces designated visitor
parking.



     Section 16.12. Consent. Where the consent or approval of a party is required,
such consent will not be unreasonably withheld, conditioned or delayed.



     Section 16.13. Time. Time is of the essence of each term and provision of
this Lease.



     Section 16.14. Quiet Enjoyment. Landlord agrees that if Tenant shall perform
all of the covenants and agreements herein provided to be performed on Tenant’s part, Tenant shall
peaceably and quietly have, hold and enjoy the Leased Premises for the term hereof without
hindrance or molestation, from Landlord or anyone claiming by, through or under Landlord subject to
the terms and provisions of this Lease.



     Section 16.15. Compliance with Law.



     (a) Existing Governmental Regulations. If any federal, state or local laws,
ordinances, orders, rules, regulations or requirements (collectively, “Governmental Requirements”)
in existence as of the date of the Lease require an alteration or modification of the Leased
Premises (a “Code Modification”) and such Code Modification (i) is not made necessary as a result
of the specific use being made by Tenant of the Leased Premises (as distinguished from an
alteration or improvement which would be required to be made by the owner of any warehouse-office
building comparable to the Building irrespective of the use thereof by any particular occupant),
and (ii) is not made necessary as a result of any alteration of the Leased Premises by Tenant,
such Code Modification shall be performed by Landlord, at Landlord’s sole cost and expense.



     (b) Governmental Regulations — Landlord Responsibility. If, as a result of one or
more Governmental Requirements that are not in existence as of the date of this Lease, it is
necessary from time to time during the Lease Term, to perform a Code Modification to the Building
or the Common Areas that (i) is not made necessary as a result of the specific use being made by
Tenant of Leased Premises (as distinguished from an alteration or improvement which would be
required to be made by the



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owner of any warehouse-office building comparable to the Building irrespective of the use thereof
by any particular occupant), and (ii) is not made necessary as a result of any alteration of the
Leased Premises by Tenant, such Code Modification shall be performed by Landlord and cost thereof
shall be included in Operating Expenses without being subject to any applicable cap on expenses set
forth herein.



     (c) Governmental Regulations — Tenant Responsibility. If, as a result of one or
more Governmental Requirements, it is necessary from time to time during the Lease Term to perform
a Code Modification to the Building or the Common Areas that is made necessary as a result of the
specific use being made by Tenant of the Leased Premises or as a result of any alteration of the
Leased Premises by Tenant, such Code Modification shall be the sole and exclusive responsibility of
Tenant in all respects; provided, however, that Tenant shall have the right to retract its request
to perform a proposed alteration in the event that the performance of such alteration would trigger
the requirement for a Code Modification.



     Section 16.16. Memorandum of Lease. The parties agree that this Lease may not
be recorded but that either party may request that the other execute a Memorandum of Lease which
may be recorded. The parties agree to remove the Memorandum of Lease of record upon the expiration
or earlier termination of this Lease. In the event of an early termination as a result of Tenant’s
default and vacation of the Leased Premises, Tenant agrees that Landlord can unilaterally remove
the Memorandum of Lease of record.



     Section 16.17. Tenant Access. Tenant, its employees, agents, and invitees
shall have key card access to the Leased Premises twenty-four (24) hours per day, seven (7) days a
week. During non-business hours, Landlord may restrict access by requiring an electronic card key
system with locks on exterior doors. Landlord may temporarily close the Building if required
because of a life-threatening or Building-threatening situation. Landlord shall use commercially
reasonable efforts to close the Building during non-business hours only.



     Section 16.18. Moving Allowance. Landlord shall contribute an amount equal to
Ten Thousand and 00/100 Dollars ($10,000.00) (the “Moving Allowance”) towards the expenses
associated with Tenant’s move to the Leased Premises. The Moving Allowance shall be paid to Tenant
within ten (10) days of payment of the first month’s rent by Tenant.



[Execution signatures contained on the following page]







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     IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first
above written.



	 	 	 	 	 
	 	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/ H. Andrew Kelton
 	 
	 	 	H. Andrew Kelton 	 
	 	 	Senior Vice President


Raleigh Operations 	 
	 
	 	TENANT:



SCIQUEST, INC., a Delaware corporation

 	 
	 	By:  	/s/ Stephen Wiehe
 	 
	 	 	Name:  	Stephen Wiehe 	 
	 	 	Title:  	President & CEO 	 
	 
	 	 	 
	 	Attest:  	
/s/ James Duke II
 	 
	 	 	Name:  	James Duke  	 
	 	 	Title:  	COO & Treasurer


             (CORPORATE SEAL) 	 
	 



END OF EXECUTION SIGNATURES




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