SUBSCRIPTION
AGREEMENT FOR SHARES OF COMMON STOCK OF

    BAY
PEAK 5 ACQUISITION CORP.

     

    SUBSCRIPTION
AGREEMENT (this “Agreement”) made as
of this ___ day of February, 2010 by and among Bay Peak 5 Acquisition Corp., a
Nevada corporation (the “Company”), and the
subscribers identified on the signature page hereto (each a “Subscriber,” and
collectively “Subscribers”).

     

    WHEREAS,
the Company and the Subscribers are executing and delivering this Agreement in
reliance upon an exemption from securities registration afforded by the
provisions of Section 4(2), Section 4(6), Regulation D (“Regulation D”) and/or
Regulation S (“Reg
S”) as promulgated by the United States Securities and Exchange
Commission (the “Commission”) under
the Securities Act of 1933, as amended (the “1933
Act”);

     

    WHEREAS,
the Company desires to sell 10,000,000 shares of common stock of the Company,
(”Shares”), at a per Share purchase price of $2.00; and

     

    WHEREAS,
the aggregate proceeds of the sale of the Shares contemplated hereby shall be
held in escrow pursuant to the terms of an escrow agreement to be executed by
the escrow agent identified therein (“Escrow Agent”) and
the parties substantially in the form attached as an Exhibit to the Confidential
Private Placement Memorandum delivered to the Subscriber along with this
Subscription Agreement (the “Escrow
Agreement”).

     

    NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as
follows:

     

    
      	
              1.

            	
              Purchase And Sale Of
      The Shares

            


    

     

    1.1           Purchase of
Shares.  Subject to the terms and conditions hereinafter set
forth, the Subscriber hereby irrevocably subscribes for and agrees to purchase
from the Company, at a price of $2.00 per Share, that number of Shares as set
forth on the signature page hereto (or such lesser number as the Company in its
sole discretion may accept), for an aggregate purchase price as set forth on the
signature page, payable to the order of “Bay Peak 5 Acquisition Corp.” by wire
transfer of immediately available funds.  The funds will be held in
escrow subject to the terms of the Escrow Agreement.

     

    1.2.          The
consummation of the transactions contemplated herein (the “Closing”) shall take
place at the offices of Pillsbury Winthrop Shaw Pittman LLP in San Francisco, CA
, upon the satisfaction or waiver of all conditions to closing set forth in this
Agreement (“Closing
Date”).  The obligation of the Company to sell the Shares to
the Subscribers is subject to the satisfaction, at or before the Closing Date,
of each of the following conditions:

     

    (i)           Subscribers
committing to purchase the aggregate number of Shares being offered by the
Company and shall have executed and delivered this Agreement to the
Company;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (ii)           the
Subscribers shall have paid, in the aggregate, no less than $20,000,000 in cash
to the Company;

     

    (iii)           the
Escrow Agent shall have executed and delivered to the Company the Escrow
Agreement;

     

    (iv)           certain
holders of warrant of Bay Peak shall have deposited into a separate escrow
account, an aggregate amount equal to $5,000,000 in connection with their
exercise of 2,500,000 warrants of the Company at a per share exercise price of
$2.00; and

     

    (v)           the
conditions to the consummation of the transactions contemplated by the Share
Exchange Agreement dated January 27, 2010 among Bay Peak, Trunkbow have been
satisfied.

     

    
      	
              2.

            	
              Representations By And
      Covenants Of Subscriber

            


    

     

    INSTRUCTIONS:  If
you are a resident of a jurisdiction other than the United States and a
non-“U.S. Person” (as such term is defined in Rule 902(k) of Reg S (which
definition for your convenience is included in Exhibit A attached hereto), then
you do not need to respond to Section 2.1 below, but you must respond to Section
2.2 below.  All representations and covenants in this Article 2 (other
than Section 2.2 [applicable to “U.S. Persons) and Section 2. (applicable to
non-“U.S. Persons) shall be made by and of the Subscriber, regardless of whether
the Subscriber is a U.S. Person or not.

     

    2.1.              This Section does
not need to be completed by Subscribers who are residents of a jurisdiction
other than the United States and who are not “U.S.
Persons.” The Subscriber represents that it is an “accredited
investor” as such term is defined in Rule 501 of Reg D by virtue of the fact
that Subscriber comes within any one or more of the following categories (please
initial below all as applicable).

     

    
      	
              
              

            	
              _____

            	
              (a)      
      Any natural person whose individual net worth or joint net worth with that
      person’s spouse, at the time of his purchase, exceeds U.S.
      $1,000,000;

            


    

     

    
      	
              
              

            	
              _____

            	
              (b)     
      Any natural person who had an individual income in excess of U.S. $200,000
      in each of the two most recent years or joint income with that person’s
      spouse is in excess of U.S. $300,000 in each of those years and has a
      reasonable expectation of reaching the same income in the current year,
      or

            


    

     

    
      	
              
              

            	
              _____

            	
              (c)     
      Any entity in which all of the equity owners are accredited
      investors.

            


    

     

    The
Subscriber acknowledges that the Company has the right to require evidence of
the Subscriber’s status as an accredited investor.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    2.2.            To be completed
by residents of a jurisdiction other than ther United States who are not “U.S.
Persons”.  Notwithstanding anything contained in Section 2.2,
by initializing _____  this line the Subscriber represents, warrants
and acknowledges that:

     

    a)                   it
is not a “U.S.
Person,” as defined in Rule 902(k) of Reg. S (which definition is
included in Exhibit
A attached hereto) and is not acquiring the Shares for the account or
benefit of any U.S. person; d

     

    b)                   the
offering and sale of the Shares to the Subscriber is intended to be exempt under
the Act by virtue of Reg. S;

     

    c)                   the
purchase of the Shares by the Subscriber is not taking place within the “United
States,” as defined in Rule 902(l) of Reg. S, but rather in an “offshore
transaction,” as defined in Rule 902 (h) of Reg. S;

     

    d)              the
Shares have not been registered under the Act and as such the Subscriber agrees
to resell the Shares only in accordance with (and the Company will only register
transfers in accordance with) the provisions of Reg. S (subject to the other
provisions hereof), pursuant to registration under the Act or pursuant to an
exemption from the registration requirements of the Act; and

     

    e)              the
Shares have not been registered under the laws of any other country or
jurisdiction, and the Company takes no responsibility for complying with such
laws.

     

    
      	
            	
              2.3.

            	
              The
      Subscriber acknowledges that it has read all of the documents furnished or
      made available by the Company, and Subscriber represents that it
      understands the nature of this investment, which may result in the loss of
      the total amount of such
investment.

            


    

     

    2.4.    
The Subscriber recognizes that an investment in the Company involves risk for
many reasons, including without limitation, that (i) only investors who can
afford the loss of their entire investment of money should consider purchasing
the Shares; (ii) no viable public market may develop for the Shares and an
investor may not be able to liquidate its investment and (iii) transferability
of the Shares is extremely limited. The Subscriber has adequate means of
providing for his current needs and possible personal contingencies, and the
Subscriber has no need, and anticipates no need in the foreseeable future, for
liquidity in his investment in the Shares.  The Subscriber is able to
bear the economic risks of this investment and, consequently, without limiting
the generality of the foregoing, the Subscriber is able to hold the Shares for
an indefinite period of time and has a sufficient net worth to sustain a loss of
the entire investment in the event such loss should occur.

     

    2.5.     The
Subscriber has not made an overall commitment to investments which are not
readily marketable that are disproportionate to his net worth, and his
investment in the Shares will not cause such overall commitment to become
excessive.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    2.6.      The
Subscriber acknowledges and hereby represents that during the course of this
transaction it has been furnished by the Company with all information regarding
the Company which it requested or desired to know; and that it has been afforded
the opportunity to ask questions of and receive answers from duly authorized
officers or other representatives of the Company concerning the terms and
conditions of this offering.

     

    2.7.      The
offer to sell the Shares was directly communicated to such Subscriber by the
Company.  At no time was such Subscriber presented with or solicited
by any leaflet, newspaper or magazine article, radio or television
advertisement, or any other form of general advertising or solicited or invited
to attend a promotional meeting otherwise than in connection and concurrently
with such communicated offer.

     

    2.8.      The
Subscriber acknowledges and agrees that it has been advised to consult with its
own attorney regarding all legal and tax matters concerning an investment in
Shares, including the execution of the documents related thereto, has had
adequate opportunity to do so, and has done so the extent the Subscriber
considers necessary or advisable.  The Subscriber further acknowledges
and agrees that neither the Company  nor any of its affiliates is
making any representation or warranty about any legal or tax matter concerning
an investment in the Shares, and that the Subscriber has not received or relied
on any legal or tax advice from the Company or any of its
affiliates.

     

    2.9.      The
Subscriber acknowledges that this offering of Shares has not been reviewed by
the United States Securities and Exchange Commission (“SEC”) because of the
Company’s representations that this is intended to be a non-public offering
pursuant to Section 3(b) and/or Section 4(2) of the Act and Rule 506 under Reg.
D and/or Rule 903 under Reg S.  The Subscriber is purchasing the
Shares solely for investment purposes, for the Subscriber's own account, and not
with a view towards the distribution or dissemination thereof and the Subscriber
has no present arrangement to sell the Shares to or through any person or
entity.

     

    2.10.    The
Subscriber understands and consents to the placement of a legend on any
certificate or other document evidencing the Shares stating that they have not
been registered under the Act and setting forth or referring to the restrictions
on transferability and sale thereof.  Each certificate evidencing the
Shares shall bear the legends set forth below, or legends substantially
equivalent thereto, together with any other legends that may be required by
federal or state securities laws at the time of the issuance of the
Shares:

     

    THE
ISSUANCE AND SALE OF THE SHARES OF BAY PEAK 5 ACQUISITION CORP. REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE ISSUER HEREOF THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

      If
the Subscriber is not a “U.S. Person” as
defined in Rule 902(k) of Reg. S (which definition is included in Exhibit A attached
hereto), then any certificate representing the Shares shall also contain the
following legend:

     

    THE
SHARES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
PLEDGED OR HYPOTHECATED IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT
OF U.S. PERSONS, UNLESS AND UNTIL REGISTERED UNDER THE ACT OR THE ISSUER OF THE
SHARES (THE “ISSUER”) HAS RECEIVED
AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT SUCH
OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE
ACT.  ACCORDINGLY, THE SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE
OF THE UNITED STATES IN COMPLIANCE WITH REGULATION S OF THE ACT.

     

    2.11.              The
Subscriber understands that there is no market for any of the Company’s
securities.  In addition, Rule 144 (the “Rule”) promulgated
under the Act requires, among other conditions, a one year holding period prior
to the resale (in limited amounts) of securities acquired in a non-public
offering without having to satisfy the registration requirements under the
Act.  The Subscriber understands that the Company makes no
representation or warranty regarding its fulfillment in the future of any
reporting requirements under the Securities Exchange Act of 1934, as amended, or
its dissemination to the public of any current financial or other information
concerning the Company, as is required by the Rule as one of the conditions of
its availability.  The Subscriber consents that the Company may permit
the transfer of the Shares out of its name only when its request for transfer is
accompanied by an opinion of counsel reasonably satisfactory to the Company that
neither the sale nor the proposed transfer results in a violation of the Act or
any applicable foreign securities or U.S. state “blue sky” laws (collectively
“Securities
Laws”).  The Subscriber agrees to hold the Company and its
successors and assigns harmless and to indemnify them against all liabilities,
costs and expenses incurred by them as a result of any misrepresentation made by
it contained herein or any sale or distribution by the undersigned Subscriber in
violation of any Securities Laws.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    2.12.              The
Subscriber hereby represents that no representations or warranties have been
made to the Subscriber by the Company or any agent, employee or affiliate of the
Company except as set forth herein and in the Private Placement
Memorandum.

     

    2.13.              The
Subscriber represents and warrants that it has not retained any finder, broker,
agent, or other intermediary in connection with the transactions contemplated by
this Agreement and agrees to indemnify and hold harmless the Company from any
liability for any compensation to any such intermediary retained by Subscriber
and the fees and expenses of defending against such liability or alleged
liability.

     

    2.14.              The
Subscriber acknowledges that it understands that the Company may need to raise
additional capital in the future through private financings in order to develop
its business, which may include the sale of equity securities.  The
issuance of these equity securities could result in dilution to the
Subscriber.  The Subscriber acknowledges that it understands that if
the Company is unable to raise capital when needed, the Company may not be able
to operate its business as planned, and even if the Company is able to operate
its business, its inability to raise capital in the future could adversely
affect its ability to operate effectively.

     

    2.15.              The
Subscriber has the requisite power and authority to enter into and perform this
Agreement and any other transaction document and to purchase the Shares being
issued to it hereunder.  The execution, delivery and performance of
this Agreement and the consummation by it of the transactions contemplated
hereby have been duly authorized by all necessary corporate or partnership
actions, and no further consent or authorization of such Subscriber or its board
of directors, stockholders, partners, or members, as the case may be, is
required.  This Agreement has been duly authorized, executed and
delivered by such Subscriber and constitutes a valid and binding obligation of
such Subscriber enforceable against such Subscriber in accordance with the terms
hereof and thereof, as the case may be.

     

    2.16.              The
execution, delivery and performance of this Agreement and the consummation by
such Subscriber of the transactions contemplated hereby or relating hereto do
not and will not (i) result in a violation of such Subscriber’s charter
documents or bylaws or other organizational documents or (ii) conflict with, or
constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of any agreement, indenture or
instrument or obligation to which such Subscriber is a party or by which its
properties or assets are bound, or result in a violation of any law, rule, or
regulation, or any order, judgment or decree of any court or governmental agency
applicable to such Subscriber or its properties (except for such conflicts,
defaults and violations as would not, individually or in the aggregate, have a
material adverse effect on such Subscriber).  Such Subscriber is not
required to obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental agency in order for it to execute,
deliver or perform any of its obligations under this Agreement or to purchase
the Shares in accordance with the terms hereof, provided that for purposes of
the representation made in this sentence, such Subscriber is assuming and
relying upon the accuracy of the relevant representations and agreements of the
Company herein..


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              3.

            	
              Representations By The
      Company

            


    

     

    The
Company represents and warrants to the Subscriber that as of the date of this
Agreement, upon acceptance of this subscription by the Company:

     

    3.1.          Organization, Qualifications
and Corporate Power.  The Company is a corporation or other
entity duly incorporated or organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization and has
the requisite corporate power to own its properties and to carry on its business
as presently conducted. The Company has the corporate power and authority to own
and hold its properties and to carry on its business as now conducted and as
proposed to be conducted, to execute, deliver and perform this
Agreement.

     

    3.2.           Authorization of Agreement,
Etc.  The execution and delivery by the Company of this
Agreement, the performance by the Company of its obligations hereunder, and the
issuance, sale and delivery of the Shares have been duly authorized by all
requisite corporate action and do not violate or conflict with any law, any
order, judgment, decree, rule or regulation of any court or other agency of
government, the Articles of Incorporation of the Company, as currently effective
or any provision of any indenture, agreement or other instrument to which the
Company or any of its properties or assets is bound, or violate or conflict
with, result in a breach of or constitute (with due notice or lapse of time or
both) a default, or give rise to any right of termination or acceleration under
any such indenture, agreement or other instrument, or result in the creation or
imposition of any lien, charge, restriction, claim or encumbrance of any nature
whatsoever upon any such indenture, agreement or other instrument, or result in
the creation or imposition of any lien, charge, restriction, claim or
encumbrance of any nature whatsoever upon any of the properties or assets of the
Company.

     

    3.3.           Validity.  This
Agreement has been duly executed and delivered by the Company and constitutes
the legal, valid and binding obligation of the Company, enforceable in
accordance with its terms.

     

    
      	
              4.

            	
              Miscellaneous

            


    

     

    4.1.           Indemnity. The Subscriber agrees
to indemnify and hold harmless the Company and each person, if any, who controls
the Company, within the meaning of Section 15 of the Act against any and all
loss, liability, claim, damage and expense whatsoever (including, but not
limited to, any and all expenses whatsoever reasonably incurred in
investigating, preparing or defending against any litigation commenced or
threatened or any claim whatsoever) arising out of or based upon any false
representation or warranty or breach or failure by the Subscriber to comply with
any covenant or agreement made by the Subscriber herein.

     

    4.2.           Notice.  Any
notice or other communication given hereunder shall be deemed sufficient if in
writing and sent by registered or certified mail, return receipt requested,
addressed to the Company at the address set forth above (Attention: Cory
Roberts), and to the Subscriber at its address indicated on the last page of
this Agreement.  Notices shall be deemed to have been given on the
date of mailing, except notices of change of address, which shall be deemed to
have been given when received.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


     

    4.3.           No
Amendments.  This Agreement shall not be changed, modified or
amended except by a writing signed by the parties to be charged.

     

    4.4.           Right of Company to Reduce
Subscriptions.  The Subscriber understands that notwithstanding
the number of Shares subscribed for herein, in the event that the subscriptions
received from all Subscribers exceed the maximum offering amount of $20,000,000
in the aggregate, the Company shall determine, in its sole discretion, the
number of Shares to be issued to each Subscriber so that the total amount of the
Offering does not exceed $20,000,000.  In such an event, the Company
may choose to reject the Subscriber’s subscription or accept the Subscriber’s
subscription for an amount of Shares that is less than the full amount of Shares
subscribed for herein.  If a subscription is accepted for less than
the full amount, or rejected, all funds on deposit with respect to such
subscription which are not accepted, will be returned to the Subscriber, without
interest and without deduction

     

    4.5.           Binding Upon
Successors.  This Agreement shall be binding upon and inure to
the benefit of the parties hereto and to their respective heirs, legal
representatives, successors and assigns.  This Subscription Agreement
sets forth the entire agreement and understanding between the parties as to the
subject matter thereof and merges and supersedes all prior discussions,
agreements and understandings of any and every nature among them.

     

    4.6.           Governing
Law.  Notwithstanding the place where this Agreement may be
executed by any of the parties hereto, the parties expressly agree that all the
terms and provisions hereof shall be construed in accordance with and governed
by the internal laws of the State of New York.

     

    4.7.           Execution in
Counterparts.  This Agreement may be executed in
counterparts.  Upon the execution and delivery of this Agreement by
the Subscriber, this Agreement shall become a binding obligation of the
Subscriber with respect to the purchase of Shares as herein provided; subject,
however, to the right hereby reserved to the Company to reject this
subscription.

     

    4.8.           Waiver Not Deemed
Consent.  It is agreed that a waiver by either party of a
breach of any provision of this Agreement shall not operate, or be construed, as
a waiver of any subsequent breach by that same party.

     

    4.9.           Further
Assurances.  The parties agree to execute and deliver all such
further documents, agreements and instruments and take such other and further
action as may be necessary or appropriate to carry out the purposes and intent
of this Agreement.

     

    [REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    IN
WITNESS WHEREOF, Subscriber has executed this Subscription Agreement as of the
day and year first written above.

    


    SUBSCRIBER:

    


    IF
CORPORATION OR OTHER BUSINESS ENTITY:

    ______________________________

    [Insert
Name or Entity]

    


    By:___________________________

    Name:_________________________

    Its:_________________________                                                

    


    ______________________________

    


    ______________________________

    Address
of Subscriber

    


    ____________________________

    Email
Address of Subscriber

    


    ____________________________


    Fax
Number of Subscriber

    


    ______________________________

    Identification
Number of Subscriber

    


    Number of
Shares Being Subscribed For: ________:  Aggregate Purchase
Price:  $______


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IF
INDIVIDUAL:

    


    ______________________________

    Signature
of Subscriber

    


    ______________________________

    [Print
Name]

    


    ______________________________

    


    ______________________________

    Address
of Subscriber

    


    ____________________________

    Email
Address of Subscriber

    


    ____________________________


    Fax
Number of Subscriber

    


    ______________________________

    Identification
Number of Subscriber

    


    Number of
Shares Being Subscribed For: _________:  Aggregate Purchase
Price:  $______

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Bay Peak
5 Acquisition Corp. hereby accepts the subscription of _____________ attached
hereto for ______________ Shares and ____________ at a price per share of $2.00,
for an aggregate purchase price of $______.

    


    
      
        
          
            
              
                	 
      	BAY
      PEAK 5 ACQUISITION CORP.
	 
      	 	 
      	 
      
	 
      	 	
                        By:

                      	 
      
	 
      	 	 
      	
                        Name:

                      
	 
      	 	 
      	
                        Title:

                      
	
                        _____________, 2010

                      	 	 
      	 
      


              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
A TO SUBSCRIPTION AGREEMENT

     

    Please
note the following definitions as set forth in Rule 902(k) of Regulation S
promulgated under the Securities Exchange Act of 1933, as amended (the “Act”).

     

    
      	
              1.

            	
              “U.S. person”
      means:

            


    

     

    Any
natural person resident in the United States;

    


    
      	
               
      

            	
              i.

            	
              Any
      partnership or corporation organized or incorporated under the laws of the
      United States;

            


    

    


    
      	
               
      

            	
              ii.

            	
              Any
      estate of which any executor or administrator is a U.S.
      person;

            


    

    


    
      	
               
      

            	
              iii.

            	
              Any
      trust of which any trustee is a U.S.
person;

            


    

    


    
      	
               
      

            	
              iv.

            	
              Any
      agency or branch of a foreign entity located in the United
      States;

            


    

    


    
      	
               
      

            	
              v.

            	
              Any
      non-discretionary account or similar account (other than an estate or
      trust) held by a dealer or other fiduciary for the benefit or account of a
      U.S. person;

            


    

    


    
      	
               
      

            	
              vi.

            	
              Any
      discretionary account or similar account (other than an estate or trust)
      held by a dealer or other fiduciary organized, incorporated, or (if an
      individual) resident in the United States;
and

            


    

    


    
      	
               
      

            	
              vii.

            	
              Any
      partnership or corporation if:

            


    

    


    
      	
               
      

            	
              A.

            	
              Organized
      or incorporated under the laws of any foreign jurisdiction;
      and

            


    

    
      
        	 	 	 
	
                 
      

              	
                B.

              	
                Formed
      by a U.S. person principally for the purpose of investing in securities
      not registered under the Act, unless it is organized or incorporated, and
      owned, by accredited investors (as defined in Rule 501(a) of Regulation D)
      who are not natural persons, estates or
trusts.

              


      

    

    
      
        	 	 
	
                2.

              	
                The
      following are not “U.S.
      persons”:

              


      

    

    


    
      	
               
      

            	
              i.

            	
              Any
      discretionary account or similar account (other than an estate or trust)
      held for the benefit or account of a non-U.S. person by a dealer or other
      professional fiduciary organized, incorporated, or (if an individual)
      resident in the United States;

            


    

    


    
      	
               
      

            	
              ii.

            	
              Any
      estate of which any professional fiduciary acting as executor or
      administrator is a U.S. person if:

            


    

    


    
      	
               
      

            	
              A.

            	
              An
      executor or administrator of the estate who is not a U.S. person has sole
      or shared investment discretion with respect to the assets of the estate;
      and

            


    

    


    
      	
               
      

            	
              B.

            	
              The
      estate is governed by foreign law;

            


    

    


    
      	
               
      

            	
              iii.

            	
              Any
      trust of which any professional fiduciary acting as trustee is a U.S.
      person, if a trustee who is not a U.S. person has sole or shared
      investment discretion with respect to the trust assets, and no beneficiary
      of the trust (and no settlor if the trust is revocable) is a U.S.
      person;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              iv.

            	
              An
      employee benefit plan established and administered in accordance with the
      law of a country other than the United States and customary practices and
      documentation of such country;

            


    

    


    
      	
               
      

            	
              v.

            	
              Any
      agency or branch of a U.S. person located outside the United States
      if:

            


    

    
      
        	 	 	 
	
                 
      

              	
                A.

              	
                The
      agency or branch operates for valid business reasons;
  and

              


      

    

    
      
        	 	 	 
	
                 
      

              	
                B.

              	
                The
      agency or branch is engaged in the business of insurance or banking and is
      subject to substantive insurance or banking regulation, respectively, in
      the jurisdiction where located;
and

              


      

    

    


    
      	
               
      

            	
              vi.

            	
              The
      International Monetary Fund, the International Bank for Reconstruction and
      Development, the Inter-American Development Bank, the Asian Development
      Bank, the African Development Bank, the United Nations, and their
      agencies, affiliates and pension plans, and any other similar
      international organizations, their agencies, affiliates and pension
      plans.