exv10w15






Exhibit 10.15




FIRST AMENDMENT TO OFFICE LEASE




     THIS FIRST AMENDMENT TO OFFICE
LEASE (this “Amendment”) is made as of the 21st day,
February,
2008 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”).



WITNESSETH:




     WHEREAS, Landlord and Tenant heretofore entered into that certain Office Lease dated May 17,
2005 (the “Lease”), for the lease of approximately 21,244 rentable square feet of space, located at
6501 Weston Parkway, Suite 220, Cary, North Carolina, 27513, located within Weston Corporate Park,
said space being more particularly described therein (the “Original Premises”); and



     WHEREAS, Landlord and Tenant desire to (i) expand the Original Premises by approximately
3,229 rentable square feet (the “Expansion Space”), and (ii) extend the Lease Term with respect
to the Original Premises.



     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. Extension. The term with respect to the Original Premises is hereby extended
through and including January 31, 2014 (the “Expiration Date”). Commencing as of August 1, 2008,
the following paragraphs of Article 1, Section 1.01 of the Lease are hereby amended
as follows:



     “(d) Minimum Annual Rent:



	 	 	 	 	 
	Original Premises
	 	 	 	 
	08/01/2008 - 01/31/2009
	 	$	0.00	*
	02/01/2009 - 07/31/2009
	 	$	198,100.30	*
	08/01/2009 - 07/31/2010
	 	$	406,105.62	 
	08/01/2010 - 07/31/2011
	 	$	416,258.26	 
	08/01/2011 - 07/31/2012
	 	$	426,664.71	 
	08/01/2012 - 07/31/2013
	 	$	437,331.33	 
	08/01/2013 - 01/31/2014
	 	$	224,132.31	*








			
	*	 	Represents six (6) months






     (e) Monthly Rental Installments:



	 	 	 	 	 
	Original Premises
	 	 	 	 
	08/01/2008 - 01/31/2009
	 	$	0.00	*
	02/01/2009 - 07/31/2009
	 	$	33,016.72	*
	08/01/2009 - 07/31/2010
	 	$	33,842.13	 
	08/01/2010 - 07/31/2011
	 	$	34,688.19	 
	08/01/2011 - 07/31/2012
	 	$	35,555.39	 
	08/01/2012 - 07/31/2013
	 	$	36,444.28	 
	08/01/2013 - 01/31/2014
	 	$	37,355.38	*








			
	*	 	Represents six (6) months ”







     3. Amendment of Article 1. Lease of Premises. Commencing as of the date (the
“Expansion Date”) that Substantial Completion (as defined in Exhibit B hereto) of the
Tenant 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 Exhibit A,
attached hereto and incorporated herein by reference, on which the Original Premises are striped
and the Expansion Space is cross-hatched, in lieu of Exhibit A attached to the Lease. The
Original Premises and Expansion Space shall collectively hereinafter be referred to as the “Leased
Premises”.



 









 




     (b) Rentable Area.




	 	 	Original Premises: approximately 21,244 rentable square
feet

Expansion Space: approximately 3,229 rentable square feet

Leased Premises: approximately 24,473 rentable square feet





     (c) Tenant’s Proportionate Share.




	 	 	Original Premises: 22.60%

Expansion Space: 3.44% 
Leased
Premises: 26.04%





     (d) Minimum Annual Rent.




	 	 	 	 	 
	Original Premises
	 	 	 	 
	08/01/2008 - 01/31/2009
	 	$	0.00	*
	02/01/2009 - 07/31/2009
	 	$	198,100.30	*
	08/01/2009 - 07/31/2010
	 	$	406,105.62	 
	08/01/2010 - 07/31/2011
	 	$	416,258.26	 
	08/01/2011 - 07/31/2012
	 	$	426,664.71	 
	08/01/2012 - 07/31/2013
	 	$	437,331.33	 
	08/01/2013 - 01/31/2014
	 	$	224,132.31	*








			
	*	 	Represents six (6) months






	 	 	 	 	 
	Expansion Space
	 	 	 	 
	Expansion Date - 07/31/2009
	 	$	30,110.43	 
	08/01/2009 - 07/31/2010
	 	$	61,726.37	 
	08/01/2010 - 07/31/2011
	 	$	63,269.53	 
	08/01/2011 - 07/31/2012
	 	$	64,851.27	 
	08/01/2012 - 07/31/2013
	 	$	66,472.55	 
	08/01/2013 - 01/31/2014
	 	$	34,067.18	*








			
	*	 	Represents six (6) months






     (e) Monthly Rental Installments.




	 	 	 	 	 
	Original Premises
	 	 	 	 
	08/01/2008 - 01/31/2009
	 	$	0.00	** 
	02/01/2009 - 07/31/2009
	 	$	33,016.72	* 
	08/01/2009 - 07/31/2010
	 	$	33,842.13	 
	08/01/2010 - 07/31/2011
	 	$	34,688.19	 
	08/01/2011 - 07/31/2012
	 	$	35,555.39	 
	08/01/2012 - 07/31/2013
	 	$	36,444.28	 
	08/01/2013 - 01/31/2014
	 	$	37,355.38	* 








			
	*	 	Represents six (6) months






	 	 	 	 	 
	Expansion Space
	 	 	 	 
	Expansion Date - 07/31/2009
	 	$	5,018.40	 
	08/01/2009 - 07/31/2010
	 	$	5,143.86	 
	08/01/2010 - 07/31/2011
	 	$	5,272.46	 
	08/01/2011 - 07/31/2012
	 	$	5,404.27	 
	08/01/2012 - 07/31/2013
	 	$	5,539.38	 
	08/01/2013 - 01/31/2014 
	 	$	5,677.86	*








			
	*	 	Represents six (6) months






     (f) Base Year: 2008.



     (g) Target Expansion Date: February 1, 2009.



     (h) Lease Term: The term of the Expansion Space (the “Expansion Term”) shall commence on
the Expansion Date and the term of the Original Premises shall be extended such that the term of
the entire Leased Premises shall expire on the Expiration Date.



     (i) Security Deposit. There shall be an additional security deposit due from Tenant in
connection with Tenant’s execution of this Amendment in the amount of five thousand seven hundred
eight and 31/100 dollars ($5,708.31); the total Security Deposit is thirty one thousand nine
hundred eight and 46/100 dollars ($31,908.46).



     (j) Broker.
GVA Advantis.



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




	 	Landlord:	 	 Duke Realty Limited Partnership

c/o Duke Realty Corporation

Attn.: Raleigh Market — Vice President, Property Management

3005 Carrington Mill Road, Suite 100

Morrisville, North Carolina, 27560
	 
	 	With a copy to :	 	 Duke Realty Limited Partnership

c/o Duke Realty Corporation

Attn: Raleigh Market Attorney 

3950 Shackleford Road, Suite 300

Duluth, Georgia 30096-8268
	 
	 	With Payments to: 	 	Duke Realty Limited Partnership 

75 Remittance Drive, Suite 3205

Chicago, IL 60675-3205
	 
	 	Tenant: 	 	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: Brad J. Daves 

2500 Wachovia Capitol Center 

Raleigh, North Carolina 27601”





     4. Construction of Tenant Improvements. Landlord shall construct and install all
leasehold improvements to the Original Premises and the Expansion Space (the “Tenant Improvements”)
in accordance with Exhibit B attached hereto and made a part hereof.



     5. Amendment of Article 3. Section 3.02(c) is hereby deleted in its entirety
and replaced with the following:



     “(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) Tenant’s Proportionate Share times the Operating Expenses for the Base Year,
provided that such amount shall not be less than zero.”



     Furthermore, Section 3.02(e) is hereby amended to reflect that all references to
“eight percent (8%)” shall be deleted and replaced with “seven percent (7%)”.



     6. Amendment of Article 8.



          (a) Section 8.04(a)(i) is hereby deleted in its entirety and replaced with
the following:




          “(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 $6,000,000, which may be satisfied by any
combination of primary and excess or umbrella per occurrence policies.”




          (b) The following sentence shall be added to Section 8.04(b) of the Lease:




          “Landlord reserves the right following the Expansion Term or in the event of any extension or
expansion of the Leased Premises to require Tenant to obtain higher minimum amounts or different
types of insurance if it becomes customary for other landlords of similar buildings in the area to
require similar sized tenants in similar industries to cany insurance of such higher minimum
amounts or such different types.”




     7. Additional Signage. Landlord, at its cost and expense, shall provide Tenant with
Building standard signage at the entrance to the Expansion Space. In addition, Tenant shall be
entitled to place a sign on the parapet of the Building (the “Tenant Sign”). The Tenant Sign shall
be installed, maintained and repaired by Tenant at Tenant’s sole cost and expense and shall comply
with all laws. Landlord shall have the right to approve the Tenant Sign, including the location,
size, color and style,



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which approval shall not be unreasonably withheld, conditioned or delayed. Upon the
expiration or early termination of this Lease, Tenant shall remove the Tenant Sign and repair any
damage caused by such removal at Tenant’s sole cost and expense. 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, not to be unreasonably withheld, conditioned or delayed. 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. Except as expressly set forth herein, 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 the Lease to the
contrary, Landlord may immediately remove any new sign(s) placed by Tenant in violation of this
Paragraph 5.




     8. Options to Extend.



     (a) Grant and Exercise of Option. Provided that (i) no default has occurred and is
then continuing (beyond any applicable notice and cure period) (ii) the creditworthiness of Tenant
is the same or better than as of the date hereof or otherwise then reasonably acceptable to
Landlord and (iii) Tenant originally named herein remains in possession of and has been
continuously operating in the entire Leased Premises throughout the term immediately preceding the
Extension Term (as defined below), Tenant shall have the option to extend the Lease Term for one
(1) or two (2) additional periods of three (3) years each (the “Extension Term(s)”). Each Extension
Term shall be upon the same terms and conditions contained in the Lease except (x) this provision
giving two (2) extension options shall be amended to reflect the remaining options to extend, if
any, and (y) any improvement allowances or other concessions applicable to the Leased Premises
under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be
adjusted as set forth below. Tenant shall exercise each option by delivering to Landlord, no later
than nine (9) months prior to the expiration of the preceding term, written notice of Tenant’s
desire to extend the Lease Term. Tenant’s failure to timely exercise such option shall be deemed a
waiver of such option and any succeeding option. Landlord shall notify Tenant of its estimate of
the Fair Market Rental Value of the Leased Premises (the “Rent Adjustment”). Tenant shall be deemed
to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto
within five (5) business days after receipt thereof. If Tenant properly exercises its option to
extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and
conditions of the Extension Term within thirty (30) days after Tenant’s acceptance (or deemed
acceptance) of the Rent Adjustment.



     (b) Rent Adjustment. The Minimum Annual Rent for the applicable Extension Term shall
be an amount equal to the rent charged for comparable buildings (e.g., age, physical condition,
number of stories, total size, comparable location) in the area in which the Leased Premises are
located, taking into account all financial terms, including without limitation, base rent, free
rent, escalations, work contributions and allowances and leasing and brokerage commissions;
provided, however, that if Tenant delivers to Landlord a written objection to Landlord’s
calculation of the Rent Adjustment within five (5) business days after Tenant’s receipt of
Landlord’s determination of the Rent Adjustment, and the parties cannot agree on a Rent Adjustment
within ten (10) days after Tenant’s written objection then Tenant may retract its exercise of its
option to extend, or Tenant may choose arbitration to determine the Rent Adjustment. If Tenant
chooses arbitration, Tenant shall give Landlord written notice of its desire to seek arbitration
within three (3) days after expiration of such ten (10) day period (“Arbitration Notice”). Within
ten (10) days after Tenant provides Landlord with its Arbitration Notice, the parties shall each
appoint an appraiser to determine the Rent Adjustment for the Leased Premises. Each appraiser so
selected shall be either an MAI appraiser or a licensed real estate broker, each having at least
ten (10) years prior experience in the appraisal or leasing of comparable space in the metropolitan
area in which the Leased Premises are located and with a working knowledge of current rental rates
and practices. If the two appraisers cannot agree upon the Rent Adjustment for the Leased Premises
within twenty (20) days after their appointment, then, within ten (10) days after the expiration of
such twenty (20) day period, the two appraisers shall select a third appraiser meeting the above
criteria. Once the third appraiser has been selected as provided for above, then such third
appraiser shall within ten (10) days after appointment make its determination of the Rent
Adjustment. The average of the two closest determinations of the Rent Adjustment shall be used as
the Minimum Annual Rent for the applicable Extension Term and shall be binding on both Landlord and
Tenant. Landlord and Tenant shall each bear the cost of its appraiser and shall share the cost of
the third. If Tenant fails to provide the Arbitration Notice as provided above, then Tenant’s
exercise of its option to extend shall be deemed retracted.



     9. Right of First Refusal.



     (a) Provided that (i) no default has occurred and is then continuing (beyond any
applicable notice and cure period), (ii) the creditworthiness of Tenant is the same or better than
as of the date hereof or otherwise then reasonably acceptable to Landlord, and (iii) Tenant
originally named herein or a Permitted Transferee remains in possession of and has been
continuously operating in the entire Leased Premises throughout the Lease Term, and subject to any
pre-existing rights of other tenants to the Refusal



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Space (as defined herein) and Landlord’s right to renew or extend the lease term of any
other tenant with respect to the portion of the Refusal Space now or hereafter leased by such other
tenant, Tenant shall have an on-going right of first refusal (“Refusal Option”) to lease additional
(space in the Building located contiguous to the Leased Premises as shown crosshatched on the
attached Exhibit D (“Refusal Space”). Prior to entering into any lease that includes all or
any portion of the Refusal Space, Landlord shall notify Tenant in writing (“Landlord’s Notice”) of
Landlord’s receipt of an arms-length offer to lease such space that Landlord is willing to accept
from a bona fide third party offeror (“Bona Fide Offer”) and setting forth the material terms of
the Bona Fide Offer and such other terms as are herein provided. If the Bona Fide Offer includes
space in the Building in addition to the Refusal Space, then the Refusal Space shall be deemed to
include, and this Refusal Option shall be deemed to apply to, all of the space included in the Bona
Fide Offer. Tenant shall have five (5) business days after Tenant receives Landlord’s Notice in
which to notify Landlord in writing of its election to lease the Refusal Space upon the terms set
forth in Landlord’s Notice. If Tenant declines to exercise this Refusal Option or fails to give
such written notice within the time period required, Tenant shall be deemed to have waived this
Refusal Option, and thereafter, except as provided in subsection (c) below, this Refusal Option
shall be void and of no further force or effect, and Landlord shall be free to lease the Refusal
Space to the bona fide offeror or any other-third party.




     (b) The Refusal Space shall be offered to Tenant at the rental rate and the lease term
and upon such other terms and conditions, as are contained in the Bona Fide Offer.



     (c) If Tenant shall exercise the Refusal Option, the parties shall enter into an amendment to
this Lease adding the Refusal Space to the Leased Premises upon the terms and conditions set forth
herein and making such other modifications to this Lease as are appropriate under the
circumstances. Both parties shall use commercially reasonable efforts to promptly and diligently
exercise any such amendment within fifteen (15) days following Tenant’s exercise of the Refusal
Option. If Tenant shall fail to enter into such amendment within fifteen (15) business days
following Tenant’s exercise of the Refusal Option, then Landlord may terminate this Refusal Option,
by notifying Tenant in writing, in which event this Refusal Option shall become void and of no
further force or effect, and Landlord shall thereafter be free to lease the Refusal Space to the
bona fide offeror or any other third party. If Landlord does not enter into a lease with a third
party under the terms and conditions contained in the Bona Fide Offer within one hundred eighty
(180) days after Tenant declines or fails to exercise this Refusal Option, or if Landlord desires
to materially alter or modify the terms and conditions of the Bona Fide Offer, Landlord shall be
required to present the altered or modified Bona Fide Offer to Tenant pursuant to this Refusal
Option, in the same manner that the original Bona Fide Offer was submitted to Tenant.



     10. Representations and Warranties.



     (a) Tenant hereby 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.



     (b) Landlord hereby 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.



     11. Brokers. Except for GVA Advantis, 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.



     12. 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.



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     13. 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)




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     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 Operations 	 
	 
	 	TENANT:



SCIQUEST, INC., a Delaware corporation

 	 
	 	By:  	/s/ Stephen J. Wiehe
 	 
	 	 	Name:  	Stephen J. Wiehe 	 
	 	 	Title:  	Pres & CEO 	 
	 
	 	 	 
	 	Attest:  	/s/ Jennifer Kaelin
 	 
	 	 	Name:  	Jennifer Kaelin 	 
	 	 	Title:  	CFO 	 



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