STATE OF MISSISSIPPI AND NORTH AMERICAN SOFTWARE ASSOCIATES
RIGHT OF FIRST REFUSAL FOR TRI-STATE COMMERCE PARK
BUILDINGS 2029 AND 2030
For and in consideration of Ten Dollars and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the State of Mississippi, acting through the Mississippi Department of Economic
and Community Development, hereinafter the "State", hereby grants to North American Software Associates,
Ltd. a Right of First Refusal for building number 2029, as described in Exhibit A attached hereto and
incorporated herein, and building number 2030, as described in Exhibit B attached hereto and incorporated
herein, located in the Tri-State Commerce Park, Tishomingo County, Mississippi subject to the following
This right of first refusal is granted for a twelve (12) month period. Contingent upon execution of this document
by both parties, such twelve (12) month period will commence August 1, 2000 and cease July 31, 2001. Such
term may be extended by mutual written agreement of the State and North American Software Associates.
The State will notify North American Software in writing within fifteen (15) days of receipt of a bona fide,
reasonable value offer, as determined by the State, for the lease of Building 2029 or Building 2030. Within fifteen
(15) days of receipt of said notice by the State, North American Software will exercise its first right of refusal by
notifying the State in writing of its intent to exercise and by paying to the State within a reasonable time thereafter
a sum equal to or greater than that offered to the State by a third party. The failure of North American Software
to exercise its right within said time will result in the forfeiture and loss of its first right of refusal.
North American Software shall neither transfer nor assign this right.
PARTIES TO NOTICES
Any notice required to be given by either party to the other party under the term