ASSIGNMENT OF LEASE
Exhibit 10.17
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”).
WHEREAS, DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (hereinafter
referred to as “Duke”) and Assignor are parties to an Office Lease dated September 29, 2006, as
amended by that certain First Amendment to Office Lease dated January 31, 2007 (collectively, the
“Lease”) and pursuant to which Assignor has leased from Duke the Leased Premises (the “Leased
Premises”) consisting of approximately 7,224 rentable square feet of space at 0000 Xxxxxx Xxxxxxx
(the “Building”), Xxxxx 000, Xxxx, Xxxxx Xxxxxxxx, 00000, as depicted on Exhibit “A” of the Lease;
and
WHEREAS, Assignor has agreed to assign all of its right, title and interest in, to and under
the Lease to Assignee;
NOW, THEREFORE, in consideration of the mutual benefits to be derived and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
1. Assignment. Effective as of the Effective Date, Assignor hereby sells, transfers and
assigns to Assignee the Lease and all of the right, title and interest of Assignor in, to and
under the Lease and Assignee hereby assumes the liabilities, payments and obligations of Assignor
under the Lease that accrue, or have accrued from and after the Effective Date. Notwithstanding
the foregoing to the contrary, Assignor shall pay Duke Base Rent and Tenant’s Proportionate Share
of Operating Expenses (as those terms are defined in the Lease) for the first six (6) months
following the Effective Date in accordance with the requirements of the Lease.
2. Leased Premises Accepted “As-Is”. Assignee has inspected the Leased Premises, knows the
present physical condition thereof, accepts the same in current “as-is” physical condition
(subject to latent defects not readily apparent through visual inspection), and confirms that Duke
has not made any representation or warranty to Assignee concerning the physical condition of the
Leased Premises, or otherwise, express or implied.
3. Security Deposit. On or prior to the Effective Date, Assignee shall deposit $10,836.00 with
Assignor as reimbursement for the Security Deposit (as defined in the Lease) paid to Duke by
Assignor. Assignor waives and disclaims any interest in the Security Deposit. Duke shall hold and
apply the proceeds of the Security Deposit in accordance with the terms of the Lease. Upon the
expiration of this Assignment, Assignee shall be entitled to any reimbursement of the Security
Deposit owed to Assignor in accordance with the terms of the Lease.
4. Broker’s Commissions. Assignor and Assignee represent that there are no broker’s fees or
commissions due and payable to any third party in connection with this Assignment. Assignor and
Assignee agree to indemnify, defend and hold harmless Duke, its partners, shareholders, members,
and their respective officers, directors, employees and agents from and against any and all
liabilities and claims for broker’s fees or commissions asserted against or incurred by any of the
indemnities and arising out of our in connection with this Assignment.
5. Indemnification. Assignor agrees to defend and indemnify Assignee, its officers,
directors, employees, agents and contractors, against any and all breaches or defaults of any kind
whatsoever that may have been committed or suffered by Assignor under the Lease prior to the
Effective Date. Assignee agrees to defend and indemnify Assignor, its officers, directors,
employees, agents and contractors, against any and all breaches or defaults of any kind whatsoever
that may be committed or suffered by Assignee or any further assignees of the tenant’s interest in
the Lease, under the Lease from and after the Effective Date.
6. Effective Date. Provided that the contingencies set forth in Section 9 hereof have been
satisfied, the effective date (“Effective Date”) of this Assignment shall be as of the date
Assignor vacates the Leased Premises in broom clean condition, but in no event prior to May 1,
2008 (the “Target Date”). Assignor agrees to use good faith efforts to vacate the Leased Premises
by the Target Date.
7. Tenant Improvements. After the Effective Date, Assignor shall not withhold consent to any
tenant improvements to be conducted by Assignee in the Leased Premises; provided (i) Assignee is
not in default of its obligations under the Lease or under this Assignment (beyond any applicable
notice
and cure period), (ii) such improvements are in compliance with the terms and provisions of the
Lease, and (iii) Duke has consented to such improvements.
8. Access to Leased Premises. Between the date of this Assignment through the Effective Date,
Assignor agrees to allow Assignee and its agents, contractors and employees, reasonable access to
the Leased Premises for purposes of planning telephone, furniture and other office equipment.
9. Conditions Precedent. The obligations of Assignor and Assignee hereunder are expressly
contingent upon the following conditions (each, a “Condition”) being satisfied on or prior to the
Target Date: (i) Assignor’s execution of a lease document with a third party to relocate its
operations from the Leased Premises, and (ii) Assignee’s execution of a lease amendment document
with Duke pursuant to which Assignee shall lease the remainder of the second floor of the
Building. If either Condition is not satisfied on or prior to the Target Date, either party may
terminate this Assignment upon written notice to the other party and Duke, and this Assignment
shall be of no further force and effect.
10. Further Actions. From time to time as and when reasonably requested by Duke, Assignee
shall execute and deliver, or cause to be executed and delivered, such documents and instruments
and shall take, or shall cause to be taken, such further or other actions as Duke reasonably may
deem necessary or desirable to carry out the intent and purposes of this Assignment, to effect the
transfers and assignments hereunder to Assignee and its successors and assigns, and to evidence
the foregoing, including without limitation to execute memoranda of lease or short-form leases for
recording purposes and to obtain customary non-disturbance agreements.
11. Remedies. Notwithstanding the foregoing to the contrary, in addition to the
indemnification obligations of Section 6 hereof, Assignor and Assignee hereby agree that upon an
event of Default (as defined in the Lease) by Assignee, Assignor shall be permitted to exercise
the remedies afforded to Landlord pursuant to Section 13.02 of the Lease. The provisions of
Section 13.02 of the Lease are incorporated herein. As applied to this Assignment, the words
“Landlord” and “Tenant” as used in Section 13.02 of the Lease shall be deemed to refer to Assignor
and Assignee hereunder, respectively.
12. Notices. All notices or other communications that are required or permitted hereunder
shall be in writing and sufficient if delivered personally or sent by registered or certified mail,
postage prepaid, addressed as follows:
If to Duke:
|
Duke Realty Limited Partnership | |
| Attn: Xxxxxxx X. Xxxxxxx, Senior Vice-President, Raleigh Operations | ||
| 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000 | ||
| Xxxxxxxxxxx, Xxxxx Xxxxxxxx 00000 | ||
With a copy to:
|
Duke Realty Limited Partnership | |
| Attn: Raleigh Market Attorney | ||
| 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000 | ||
| Xxxxxx, Xxxxxxx 00000-0000 | ||
If to Assignee:
|
SciQuest, Inc. | |
| 0000 Xxxxxx Xxxxxxx, Xxxxx 000 | ||
| Xxxx, Xxxxx Xxxxxxxx 00000 | ||
With a copy to:
|
Smith, Anderson, Blount, Dorsett, Xxxxxxxx & Xxxxxxxx, L.L.P. | |
| Attn: Xxxx X. Xxxxx | ||
| 0000 Xxxxxxxx Xxxxxxx Xxxxxx | ||
| Xxxxxxx, Xxxxx Xxxxxxxx 00000 | ||
If to Assignor:
|
Ply Gem Industries, Inc. | |
| Attn: Xxxxx Xxxxxxx | ||
| 0000 Xxxxxx Xxxxxxx | ||
| Xxxx,XX 00000 | ||
With copy to:
|
Ply Gem Siding Group | |
| Attn: Xxxxx Xxxxxxx | ||
| 0000 Xxxxx Xxxx | ||
| Xxxxxx Xxxx, XX 00000 |
Any party may by notice change the address to which notices or other communications to it are to
be delivered or mailed. Following the Effective Date, all notices of Default required to be
delivered to tenant under the Lease shall be delivered to both Assignor and Assignee.
13. Governing Law. This Assignment shall be governed by and construed in accordance with the
laws of the State of North Carolina (other than the choice of law principles thereof).
14. Counterparts. This Assignment may be executed in several counterparts, each of which
shall be an original but all of which together shall constitute one and the same instrument.
15. Further Transfers. No further subletting or assignment of all or any portion of the
Leased Premises will be made without the prior written consent of the Duke, pursuant to the terms
and conditions of the Lease.
16. Entire Agreement. This Assignment constitutes the entire agreement between Assignor and
Assignee and there are no other oral or written agreements between them with respect to the Leased
Premises.
[Execution signatures contained on the following page]
IN WITNESS WHEREOF, the
parties hereto have executed this Assignment, effective as of the date
first above written.
| ASSIGNOR: | KROY BUILDING PRODUCTS, INC., a Delaware corporation |
|||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | XXXXXXX XXXXXXX | |||
| Title: | VP-FINANCE | |||
| ASSIGNEE: | SCIQUEST, INC., a Delaware corporation |
|||
| By: | /s/ Xxxxxxx Xxxxx | |||
| Name: | XXXXXXX XXXXX | |||
| Title: | PRESIDENT & CEO | |||
END OF EXECUTION SIGNATURES
