0000950123-10-028425 Sample Contracts

OFFICE LEASE
Office Lease • March 26th, 2010 • Sciquest Inc • Services-prepackaged software

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”).

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Change of Control Agreement
Change of Control Agreement • March 26th, 2010 • Sciquest Inc • Services-prepackaged software • North Carolina

This Change of Control Agreement is made and entered into as of the day and date noted on the last page hereof, by and between SciQuest, Inc. (the “Company”) and Stephen J. Wiehe (the “Executive”), to be effective as of January 1, 2004.

SCIQUEST, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • March 26th, 2010 • Sciquest Inc • Services-prepackaged software • Delaware
SCIQUEST, INC. MANAGEMENT SUBSCRIPTION AGREEMENT
Management Subscription Agreement • March 26th, 2010 • Sciquest Inc • Services-prepackaged software • Delaware
SECOND AMENDMENT TO OFFICE LEASE
Office Lease • March 26th, 2010 • Sciquest Inc • Services-prepackaged software

THIS SECOND AMENDMENT TO OFFICE LEASE (this “Amendment”) is made as of the 27 day of 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”).

SECOND AMENDMENT TO OFFICE LEASE
Office Lease • March 26th, 2010 • Sciquest Inc • Services-prepackaged software

THIS SECOND AMENDMENT TO OFFICE LEASE (this “Amendment”) is executed this 21st day of 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”), successor in interest to Kroy Building Products, Inc., a Delaware corporation (“Kroy”).

STOCKHOLDERS AGREEMENT dated as of July 28, 2004 among SCIQUEST HOLDINGS, INC., SCIQUEST, INC., TRINITY VENTURES VII, L.P. TRINITY VII SIDE-BY-SIDE FUND, L.P., TRINITY VENTURES VIII, L.P., TRINITY VIII SIDE-BY-SIDE FUND, L.P., TRINITY VIII...
Stockholders Agreement • March 26th, 2010 • Sciquest Inc • Services-prepackaged software • Delaware

THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of July 28, 2004, among SciQuest Holdings, Inc., a Delaware corporation (“SciQuest Holdings”), SciQuest, Inc., a Delaware corporation (“SciQuest”), Trinity Ventures VII, L.P., a California limited partnership, Trinity VII Side-By-Side Fund, L.P., a California limited partnership, Trinity Ventures VIII, L.P., a California limited partnership, Trinity VIII Side-By-Side Fund, L.P., a California limited partnership and Trinity VIII Entrepreneurs’ Fund, L.P., a California limited partnership (collectively, “Trinity”), Intersouth Partners V, L.P., a Delaware limited partnership, Intersouth Affiliates V, a Delaware limited partnership and Intersouth Partners VI, L.P., a Delaware limited partnership (collectively, “Intersouth”), the investors set forth on Exhibit A attached hereto (together with Trinity and Intersouth, the “Sponsors”), the executive officers and key employees set forth on Exhibit B attached hereto (collectively, “Managem

ASSIGNMENT OF LEASE
Assignment of Lease • March 26th, 2010 • Sciquest Inc • Services-prepackaged software • North Carolina

THIS ASSIGNMENT OF LEASE (hereinafter “Assignment”) is made and entered into as of the 11th day of February, 2008 by and among KROY BUILDING PRODUCTS, INC., a Delaware corporation (hereinafter referred to as “Assignor”) and SCIQUEST, INC., a Delaware corporation (hereinafter referred to as “Assignee”).

FIRST AMENDMENT TO OFFICE LEASE
Office Lease • March 26th, 2010 • Sciquest Inc • Services-prepackaged software

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”).

SciQuest Holdings, Inc. 2004 Stock Incentive Plan Stock Option Agreement
2004 Stock Incentive Plan Stock Option Agreement • March 26th, 2010 • Sciquest Inc • Services-prepackaged software

SciQuest Holdings, Inc., a Delaware corporation (the “Company”), hereby grants to the optionee named below (“Optionee”) an option (this “Option”) to purchase the total number of shares shown below of Common Stock of the Company (“Shares”) at the exercise price per share set forth below (the “Exercise Price”), subject to all of the terms and conditions on the reverse side of this Stock Option Agreement and the SciQuest Holdings, Inc. 2004 Stock Incentive Plan (the “Plan”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Plan. The terms and conditions set forth on the reverse side hereof and the terms and conditions of the Plan are incorporated herein by reference.

EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • March 26th, 2010 • Sciquest Inc • Services-prepackaged software • North Carolina

This Executive Employment Agreement, dated as of February 5, 2002, is between SciQuest, Inc., a Delaware corporation and Stephen J. Wiehe. As Mr. Wiehe’s employment contract expires in February 2002 the Board of Directors desires to extend the agreement for his services.

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