ANY DISPUTE RESOLUTION CONDUCTED UNDER
SECTION 43 OF THE HAMILTON SALES AGREEMENT.
IN ADDITION, BIO-KEY WILL PROVIDE
PAYEE WITH WRITTEN NOTICE OF ANY EVENT, OCCURRENCE OR OMISSION, PROMPTLY
FOLLOWING SUCH EVENT, OCCURRENCE OR OMISSION, WHICH HAS HAD OR IS REASONABLY
LIKELY TO HAVE AN ADVERSE EFFECT ON MAKER'S ABILITY TO SATISFY THE TERMS AND
CONDITIONS OF THE HAMILTON SALES AGREEMENT.
(N)
HAMILTON LC.
EACH MAKER SHALL USE ITS
COMMERCIALLY REASONABLE EFFORTS TO OBTAIN, AT ITS SOLE COST AND EXPENSE, A
PERFORMANCE BOND OR STANDBY LETTER OF CREDIT AS PROMPTLY AS POSSIBLE THAT IS
SATISFACTORY TO HAMILTON COUNTY AS A REPLACEMENT FOR THE HAMILTON LC.
IF MAKERS
ARE UNABLE TO SECURE SUCH BOND OR OTHER REPLACEMENT SECURITY WITHIN A REASONABLE
TIME AFTER THE DATE HEREOF, EACH MAKER SHALL USE ITS COMMERCIALLY REASONABLE
EFFORTS TO OBTAIN, AT ITS SOLE COST AND EXPENSE, A BOND, ISSUED BY A SURETY
REASONABLY SATISFACTORY TO PAYEE, TO ENSURE THAT PAYEE WILL RECEIVE FULL
REIMBURSEMENT IN THE EVENT OF A DRAW OF THE HAMILTON LC.
18
(O)
REORGANIZATIONS.
NO MAKER SHALL LIQUIDATE,
DISSOLVE OR EFFECT A MATERIAL REORGANIZATION (IT BEING UNDERSTOOD THAT IN NO
EVENT SHALL ANY MAKER DISSOLVE, LIQUIDATE OR MERGE WITH ANY OTHER PERSON OR
ENTITY (UNLESS THE MAKER IS THE SURVIVING ENTITY);
(P)
OTHER AGREEMENTS.
NO MAKER SHALL BECOME
SUBJECT TO (INCLUDING, WITHOUT LIMITATION, BY WAY OF AMENDMENT TO OR
MODIFICATION OF) ANY AGREEMENT OR INSTRUMENT WHICH BY ITS TERMS WOULD (UNDER ANY
CIRCUMSTANCES) RESTRICT ANY MAKER FROM PERFORMING THE PROVISIONS OF THIS NOTE OR
ANY OF THE AGREEMENTS OR DOCUMENTS CONTEMPLATED HEREBY.
(Q)
LEGAL OPINION.
ON OR BEFORE OCTOBER 7,
2004, THE MAKERS SHALL DELIVER TO PAYEE AN OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO PAYEE.
12.
REPLACEMENT OF LOST NOTE.
UPON RECEIPT OF
EVIDENCE REASONABLY SATISFACTORY TO THE MAKERS OF THE MUTILATION, DESTRUCTION,
LOSS OR THEFT OF THIS NOTE AND THE OWNERSHIP THEREOF, AND, IN THE CASE OF ANY
SUCH MUTILATION, UPON SURRENDER AND CANCELLATION OF THIS NOTE, THE MAKERS SHALL,
UPON THE WRITTEN REQUEST OF THE HOLDER OF THE NOTE, EXECUTE AND DELIVER IN
REPLACEMENT THEREOF A NEW NOTE IN THE SAME FORM, IN THE SAME ORIGINAL PRINCIPAL
AMOUNT AND DATED THE SAME DATE AS THIS NOTE SO MUTILATED, DESTROYED, LOST OR
STOLEN, AND SUCH NOTE SO MUTILATED, DESTROYED, LOST OR STOLEN SHALL THEN BE
DEEMED NO LONGER OUTSTANDING HEREUNDER.
13.
ASSIGNMENT OF NOTE.
THE PAYEE SHALL HAVE
THE RIGHT AT ANY TIME TO SELL, ASSIGN, TRANSFER OR NEGOTIATE ALL OR ANY PART OF
ITS RIGHTS AND OBLIGATIONS UNDER THE NOTE AND RELATED DOCUMENTS.
THE MAKERS
SHALL EXECUTE AND DELIVER REPLACEMENT NOTE(S) IN ORDER TO AFFECT SUCH
ASSIGNMENT.
14.
EVENTS OF DEFAULT.
(A)
DEFINITION.
FOR PURPOSES OF THIS NOTE, AN
"EVENT OF DEFAULT" SHALL BE DEEMED TO HAVE OCCURRED IF:
(I)
ANY MAKER FAILS TO PAY WHEN DUE THE FULL
AMOUNT OF PRINCIPAL OR ANY INTEREST OR FEES ON THIS NOTE, AS REQUIRED BY
SECTIONS 4 AND 5 OR AS OTHERWISE REQUIRED BY THE PROVISIONS OF THIS NOTE AND
SUCH FAILURE