THE
AGREEMENT OR THE RELATED AGREEMENTS.
5.7
ACCREDITED INVESTOR. THE PURCHASER REPRESENTS THAT IT IS AN
ACCREDITED INVESTOR WITHIN THE MEANING OF REGULATION D UNDER THE SECURITIES ACT.
5.8
PATRIOT ACT. THE PURCHASER CERTIFIES THAT, TO THE BEST OF ITS
KNOWLEDGE, THE PURCHASER HAS NOT BEEN DESIGNATED, AND IS NOT OWNED OR
CONTROLLED, BY A "SUSPECTED TERRORIST" AS DEFINED IN EXECUTIVE ORDER 13224. THE
PURCHASER SEEKS TO COMPLY WITH ALL APPLICABLE LAWS CONCERNING MONEY LAUNDERING
AND RELATED ACTIVITIES. IN FURTHERANCE OF THOSE EFFORTS, THE PURCHASER HEREBY
REPRESENTS, WARRANTS AND COVENANTS THAT:
(I) NONE OF THE CASH OR PROPERTY THAT
THE PURCHASER WILL USE TO MAKE THE LOANS HAS BEEN OR SHALL BE DERIVED FROM, OR
RELATED TO, ANY ACTIVITY THAT IS DEEMED CRIMINAL UNDER UNITED STATES LAW; AND
(II) NO DISBURSEMENT BY THE PURCHASER TO ANY COMPANY TO THE EXTENT WITHIN THE
PURCHASER'S CONTROL, SHALL CAUSE THE PURCHASER TO BE IN VIOLATION OF THE UNITED
STATES BANK SECRECY ACT, THE UNITED STATES INTERNATIONAL MONEY LAUNDERING
CONTROL ACT OF 1986 OR THE UNITED STATES INTERNATIONAL MONEY LAUNDERING
ABATEMENT AND ANTI-TERRORIST FINANCING ACT OF 2001. THE PURCHASER SHALL PROMPTLY
NOTIFY THE COMPANY AGENT IF ANY OF THESE REPRESENTATIONS CEASES TO BE TRUE AND
ACCURATE REGARDING THE PURCHASER. THE PURCHASER AGREES TO PROVIDE THE COMPANY
ANY ADDITIONAL INFORMATION REGARDING THE PURCHASER THAT THE COMPANY DEEMS
NECESSARY OR CONVENIENT TO ENSURE COMPLIANCE WITH ALL APPLICABLE LAWS CONCERNING
MONEY LAUNDERING AND SIMILAR ACTIVITIES. THE PURCHASER UNDERSTANDS AND AGREES
THAT IF AT ANY TIME IT IS DISCOVERED THAT ANY OF THE FOREGOING REPRESENTATIONS
ARE INCORRECT, OR IF OTHERWISE REQUIRED BY APPLICABLE LAW OR REGULATION RELATED
TO MONEY LAUNDERING SIMILAR ACTIVITIES, THE PURCHASER MAY UNDERTAKE APPROPRIATE
ACTIONS TO ENSURE COMPLIANCE WITH APPLICABLE LAW OR REGULATION, INCLUDING BUT
NOT LIMITED TO SEGREGATION AND/OR REDEMPTION OF THE PURCHASER'S INVESTMENT IN
THE COMPANY. THE PURCHASER FURTHER UNDERSTANDS THAT THE COMPANY MAY RELEASE
INFORMATION ABOUT THE PURCHASER AND, IF APPLICABLE, ANY UNDERLYING BENEFICIAL
OWNERS, TO PROPER AUTHORITIES IF THE COMPANY, IN ITS SOLE DISCRETION, DETERMINES
THAT IT IS IN THE BEST INTERESTS OF THE COMPANY IN LIGHT OF RELEVANT RULES AND
REGULATIONS UNDER THE LAWS SET FORTH IN SUBSECTION (II) ABOVE
5.9
LEGENDS.
(A)
THE NOTE SHALL BEAR SUBSTANTIALLY THE FOLLOWING LEGEND:
"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY APPLICABLE STATE SECURITIES
15
LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID
ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO IWT TESORO CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED."
(B)
THE WARRANT SHARES, IF NOT ISSUED BY DWAC SYSTEM (AS HEREINAFTER
DEFINED), SHALL BEAR A LEGEND WHICH SHALL BE IN SUBSTANTIALLY THE FOLLOWING
FORM UNTIL SUCH SHARES ARE COVERED BY AN EFFECTIVE REGISTRATION STATEMENT FILED
WITH THE SEC:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR