STATE OF MISSISSIPPI 
LEASE  
OF PROPERTY ON THE TRI-STATE COMMERCE PARK,  
TISHOMINGO COUNTY, MISSISSIPPI

THIS LEASE, made between the State of Mississippi, acting through the Mississippi Department of Economic and Community Development and the North American Software Associates, LTD, a corporation existing under the laws of the State of Mississippi,

WITNESSETH:

The State of Mississippi, acting through the Mississippi Department of Economic and Community Development ("State"), for the consideration set out below, hereby leases to North American Software Associates, LTD ("Lessee"), the premises and/or property described as twenty-five thousand (25,000) square feet in Building #1000 hereto ("leased premises" or "premises").

The terms "State" and "Lessee" shall include, whenever the context admits or requires, singular or plural, the heirs, legal representatives, successors, and assigns of the respective parties. 

THIS LEASE is granted subject to the following conditions: 

1. Term

This Lease shall be for a term of ten (10) years, beginning on January 1, 1999, and ending on December 31, 2008, unless sooner terminated in accordance with the provisions of this Lease. 

2. Use of Leased Premises

a. Lessee shall have, hold, and use the demised premises for the purposes of conducting the business activities of software writing and directly related activities. 

3. Subjection to Existing and Future Easements and Rights-of-Way

This Lease is subject to all outstanding easements and rights-of-way for any purpose with respect to the leased premises. The holders of such easements and rights-of-way ("out grants"), present or future, shall have reasonable rights of ingress and egress over the leased premises, consistent with Lessee's right to quiet enjoyment of them under this Lease, in order to carry out the purpose of the out grant.

4. Rent 

a. The Lessee shall pay to the State of Mississippi rent in the amount of two dollars and fifty cents ($2.50) per square foot for 25,000 square feet of space in Building No. 1000 from January 1 to December 31, 1999. From January I to December 31, 2000 rent shall be three dollars and fifty cents ($3.50) per square foot. From January 1 to December 31, 2001 rent shall be four dollars ($4.00) a square foot. From January 1, 2002 to December 31, 2008 rent shall be five dollars ($5.00) per square foot. Such amount shall be payable in equal monthly installments each in advance on or before the first day of the month in which said rent is due. The State hereby grants to Lessee the first right of refusal on the remaining seventy-five thousand (75,000) square feet in Building#1000. Said space will be leased upon renegotiated terms.

b. Rent payments due shall be made promptly when due, without any deduction or set off. Interest at the rate of prime shall be payable on any rent payment not paid within ten (10) days after the set due date. Interest shall accrue beginning on the day after the rent payment is due and end on the day payment is received by the State. 

c. Rent payments shall be made payable to the Mississippi Major Impact Authority and forwarded by the Lessee direct to the Mississippi Department of Economic and Community Development at Post Office Box 849, Jackson, MS 39201. 

5. Termination

a. This Lease may be terminated by the State at any time upon the failure of the Lessee to comply with the terms of this Lease. No money or other consideration paid by the Lessee or which may be due up to the effective date of termination will be refunded or waived, as the case may be. Prior to termination, the Lessee will be informed, in writing, by the State of the terms with which the Lessee is not complying and afforded a period of ten (10) business days to return to compliance with the Lease's provisions. An extension of the time period for the Lessee to come into compliance with the lease can be extended by the State, upon written request of the Lessee received by the State prior to the expiration of the ten (10) day period. 

b. This Lease may be terminated by either the Lessee or the State at any time by giving the other party ninety (90) days written notice. No money or other consideration paid by the Lessee or which may be due up to the effective date of termination will be refunded or waived, as the case may be. This term may be extended upon mutually agreed upon terms.

6. Assignment or Subletting

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