NOTE MAY NOT BE AMENDED AND
THE MAKERS MAY NOT TAKE ANY ACTION HEREIN PROHIBITED, OR OMIT TO PERFORM ANY ACT
HEREIN REQUIRED TO BE PERFORMED BY IT, UNLESS THE MAKERS HAVE OBTAINED THE PRIOR
WRITTEN CONSENT OF THE HOLDER OF THIS NOTE.
19.
CANCELLATION.
AFTER THE LAST TO OCCUR OF
THE MATURITY DATE AND SATISFACTION IN FULL OF ALL OF BIO-KEY'S OBLIGATIONS UNDER
THE SUBLEASE, THIS NOTE SHALL BE SURRENDERED TO THE MAKERS FOR CANCELLATION AND
SHALL NOT BE REISSUED.
UPON SUCH CANCELLATION OF THE NOTE AS A RESULT OF THE
INDEFEASIBLE PAYMENT IN FULL IN CASH OF THE OBLIGATIONS HEREUNDER, THE PAYEE
SHALL, UPON THE REQUEST AND AT THE EXPENSE OF THE MAKERS, FORTHWITH RELEASE ITS
LIENS AND SECURITY INTERESTS HEREUNDER AND PROVIDE ANY DOCUMENTATION REASONABLY
REQUESTED BY THE MAKERS TO EVIDENCE SUCH TERMINATION.
20.
REMEDIES CUMULATIVE.
NO REMEDY HEREIN
CONFERRED UPON THE HOLDER OF THIS NOTE IS INTENDED TO BE EXCLUSIVE OF ANY OTHER
REMEDY, AND EACH AND EVERY SUCH REMEDY SHALL BE CUMULATIVE AND SHALL BE IN
ADDITION TO EVERY OTHER REMEDY GIVEN HEREUNDER OR NOW OR HEREAFTER EXISTING AT
LAW OR IN EQUITY OR BY STATUTE OR OTHERWISE.
21.
REMEDIES NOT WAIVED.
NO COURSE OF DEALING
BETWEEN THE MAKERS AND THE HOLDER OF THIS NOTE OR ANY DELAY ON THE PART OF THE
HOLDER HEREOF IN EXERCISING ANY RIGHTS HEREUNDER SHALL OPERATE AS A WAIVER OF
ANY RIGHT OF THE HOLDER OF THIS NOTE.
22.
SUCCESSORS AND ASSIGNS.
ALL THE COVENANTS,
STIPULATIONS, PROMISES AND AGREEMENTS IN THIS NOTE CONTAINED BY OR ON BEHALF OF
THE MAKERS SHALL BIND THEIR SUCCESSORS AND ASSIGNS AND SHALL INURE TO THE
BENEFIT OF THE PAYEE AND ITS SUCCESSORS AND ASSIGNS, WHETHER SO EXPRESSED OR
NOT.
23.
SUBMISSION TO JURISDICTION.
ALL JUDICIAL
PROCEEDINGS BROUGHT AGAINST EITHER MAKER WITH RESPECT TO THIS NOTE OR ANY OTHER
AGREEMENT CONTEMPLATED HEREBY OR THEREBY MAY BE BROUGHT IN ANY STATE OR FEDERAL
COURT OF COMPETENT JURISDICTION IN THE STATE OF MARYLAND, AND BY EXECUTION AND
DELIVERY OF THIS NOTE, EACH MAKER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
RESPECTIVE PROPERTIES,
23
GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID
COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN
CONNECTION WITH THIS NOTE.
EACH MAKER HEREBY WAIVES ANY CLAIM THAT THE STATE OF
MARYLAND IS AN INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF VENUE.
NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF PAYEE TO BRING PROCEEDINGS AGAINST
EITHER MAKER IN THE COURTS OF ANY OTHER JURISDICTION.
24.
WAIVER OF JURY TRIAL.
EACH OF THE MAKERS
AND PAYEE (BY ACCEPTING THIS NOTE), ON BEHALF OF ITSELF, ITS SUCCESSORS AND
ASSIGNS, HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY
IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING
OUT OF THIS NOTE OR ANY OTHER AGREEMENT CONTEMPLATED HEREBY OR THEREBY OR THE
VALIDITY, PROTECTION,