EX-101 INSTANCE DOCUMENT

Exhibit 10.6

SHARE SUBSCRIPTION AGREEMENT

This Agreement is made as of May 25, 2011 between:

ASIAN COAST DEVELOPMENT (CANADA) LTD.
666 Burrard Street — Suite 2348
Vancouver, British Columbia
Canada V6C 2X8

(“ACDL”)

-and-

PNK Development 18, LLC
8918 Spanish Ridge Avenue
Las Vegas, Nevada
U.S.A. 89148

(“Pinnacle”)

OFFER TO PURCHASE

Pinnacle hereby irrevocably subscribes for and agrees to purchase from ACDL:

1.

Such number of Common Shares that represents twenty-six percent (26%) of the Common Shares on an Adjusted Fully Diluted Basis at Closing following the conversion of the Special Shares Series II of ACDL into Common Shares; and

2.

Such number of Series V Special Shares (at a price of US$100 per share) that represents twenty-six percent (26%) of the total Series V Special Shares at Closing, following the exchange of the Special Shares Series III of ACDL and Special Shares Series IV of ACDL for Series V Special Shares pursuant to the Harbinger Subscription Agreements

(such Common Shares and Series V Special Shares, the “Purchased Shares”) for an aggregate purchase price of US$95,000,000 to be allocated amongst the Common Shares and Series V Special Shares at Closing (the “Aggregate Subscription Amount”), upon and subject to the terms, covenants and conditions set forth in the attached Schedule entitled “TERMS AND CONDITIONS OF SUBSCRIPTION FOR SHARES OF ASIAN COAST DEVELOPMENT (CANADA) LTD.” which forms an integral part hereof (collectively the “Agreement”). Pinnacle further agrees, without limitation, that ACDL may rely upon Pinnacle’s representations, warranties and covenants contained in this Agreement.

ACCEPTANCE OF OFFER

ACDL hereby accepts the subscription as set forth above on the terms, conditions and covenants contained in this Agreement and represents and warrants to Pinnacle that the representations and warranties made by ACDL to Pinnacle in this Agreement are true and correct as of the date of this Agreement, and will be true and correct in all material respects as at the Closing (save and except as waived by Pinnacle), and ACDL acknowledges that Pinnacle is relying upon all such representations and warranties as a condition of the completion of the transactions contemplated hereby. ACDL further agrees, without limitation, to each of the covenants provided by ACDL to Pinnacle pursuant to this Agreement.

(signature page to follow)

IN WITNESS WHEREOF, ACDL and Pinnacle have executed this Agreement as of the day and year first above written.

ASIAN COAST DEVELOPMENT (CANADA) LTD.

Per:		/s/ Lloyd C. Nathan
		Authorized Signatory

PNK Development 18, LLC

By:		/s/ Anthony M. Sanfilippo   Name: Anthony M. Sanfilippo
		Title:   Chairman of the Board, Chief Executive Officer

TERMS AND CONDITIONS OF SUBSCRIPTION FOR SHARES OF ASIAN COAST
DEVELOPMENT (CANADA) LTD.

attached to and forming an integral part of a

Share Subscription Agreement dated as of May 25, 2011

ARTICLE 1
INTERPRETATION

Section 1.1 Definitions

In this Agreement, including the Recitals hereto:

(a)		“ACDL Information” means the agreements, documents and other information in respect of ACDL, its Subsidiaries, its Business, assets, liabilities, results of operations and prospects as in the form included on the Data Site or disclosed in writing (including electronic communications) to one or more of the individuals listed Section 2.1(vvv);
(b)		“Additional Equity Event” has the meaning specified in Section 3.6(b);

(c)

“Adjusted Fully Diluted Basis” means the Common Shares, assuming the issuance, conversion or exercise (as the case may be) into Common Shares of: (a) the Warrants (but excluding any Backstop Warrants which are outstanding but not yet exercisable on the Closing Date) and (b) any and all options, warrants (other than the Warrants) and convertible or exchangeable securities issued by ACDL, provided that options, warrants and convertible or exchangeable securities which are exercisable at a strike or purchase price which is in excess of two times the purchase price paid by Pinnacle for each Common Share hereunder shall be excluded;

(d)

“Affiliate” means, when used with reference to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, the referent Person or such other Person, as the case may be, provided that in the case of ACDL and its Subsidiaries, Affiliate shall exclude Pinnacle (and any Person that controls, or is controlled by, or is under common control with Pinnacle) but shall include Harbinger Capital Investments S.à.r.l., Harbinger, Credit Distressed Blue Line Master Fund Ltd., Global Opportunities Breakaway Ltd. and any Person that controls, or is controlled by, or is under common control with any such entity;

(e)

“Aggregate Subscription Amount” has the meaning set out on page 1 of this Agreement;

(f)		“Amendment to General Security Agreements” means the Second Amended and Restated General Security Agreements in the form attached as Schedule “J” to the Closing Agreement to be entered into at the Closing between ACDL and each of the Harbinger Lending Parties concerning the grant of general security and related rights to secure payment and performance of the obligations of ACDL under the Backstop Loan Agreement;
(g)		“AML Programs” has the meaning specified in Section 3.2(k);
(h)		“Anti-Corruption Laws” has the meaning specified in Section 3.2(i);
(i)		“Anti-Money Laundering Laws” has the meaning specified in Section 3.2(k);

(j)		“Applicable Law” means as to any Person, the Constating Documents of such Person, and any domestic or foreign and federal, provincial, state or local law, rule, regulation, statute or ordinance or determination of any arbitrator or a court or other Governmental Entity, in each case applicable to, or binding upon, such Person or any of its properties or to which such Person or any of its property is subject;
(k)		“Asserted Liability” has the meaning specified in Section 3.7(b)(ii)(A);
(l)		“Audited Financial Statements” has the meaning ascribed thereto in Section 2.1(cc);

(m)

“Backstop Loan Agreement” means the Backstop Loan Agreement in the form attached as Schedule “D” to the Closing Agreement to be entered into at Closing among ACDL, as borrower, and the Harbinger Lending Parties, as lenders, pursuant to which the lenders agree to advance certain funds to ACDL by way of loan, as the same may be amended, restated, supplemented or otherwise modified from time to time in compliance with the Transaction Agreements;

(n)		“Backstop Warrants” means collectively, the Harbinger Backstop Warrants, the Blue Line Backstop Warrants and the Breakaway Backstop Warrants, as each is defined in Section 1(ddddd).
(o)		“BIDV” means Bank for Investment and Development of Vietnam;

(p)

“BIDV Credit Agreement” means the binding term loan facility granted by BIDV and HDBank in favour of HTPCL, and all related loan and security agreements required in connection therewith, whereby BIDV and HDBank have made a binding debt funding commitment in favour of HTPCL in the amount of at least $175 million, together with any Supplemental Agreements (as therein defined) pursuant to which additional lenders join the binding term loan facility;

(q)

“BIDV Security” means any security interest, encumbrance or charge granted to secure payment or performance of all or part of the BIDV Credit Agreement;

(r)

“BIDV Working Capital Facility ” has the meaning ascribed thereto in Section 2.1(ooo);

(s)

“Blue Line Loan Agreement” means the loan agreement dated December 7, 2010 made between Blue Line ACDL, Inc., as lender, and ACDL, as borrower providing for a loan to ACDL in the original principal amount of $1.5 million, as amended by amending agreement dated February 7, 2011 made between Blue Line ACDL, Inc. and ACDL pursuant to which a further $1 million in principal was advanced by Blue Line ACDL, Inc. to ACDL, and as further amended by amending agreement dated March 31, 2011 pursuant to which a further $2.5 million in principal was committed to be advanced by Blue Line ACDL, Inc. to ACDL by way of three separate installments, as the same may be further amended, restated, supplemented or otherwise modified from time to time;

(t)

“Books and Records” means all internal accounting and financial information, books of account, tax records, sales and purchase records, customer and supplier lists, business reports, plans and projections and all similar documents, files, correspondence and other information of ACDL and its Subsidiaries (whether in written, printed, electronic or computer printout form);

(u)

“Brand and License Agreement” means the Brand Development and License Agreement in the form attached as Schedule “E” to the Closing Agreement to be entered into at Closing between ACDL and Pinnacle concerning the development of the brand (the “Brand”) for use by the second resort of the Ho Tram Project and elsewhere;

(v)

“Business” means the business presently and heretofore carried on by ACDL and each of its Subsidiaries including the development of the Ho Tram Lands, the Ho Tram Project and the activities contemplated by the Investment Certificate, which includes the building and operation of casinos and resorts in Vietnam and all activities incidental thereto;

(w)

“Collaboration and Assistance Agreement” means the agreement in the form attached as Schedule “F” to the Closing Agreement to be entered into at Closing between HTPCL and Pinnacle concerning assistance to be provided by Pinnacle in the development of the second resort of the Ho Tram Project;

(x)

“Closing” means the closing of the transactions contemplated herein;

(y)

“Closing Agreement” means the agreement of even date herewith to be executed concurrently herewith by and among ACDL, the Harbinger Parties, Pinnacle and PNK (VN), Inc., providing for the Closing upon satisfaction of certain conditions set forth therein;

(z)

“Closing Date” means the date on and as of which the Closing occurs;

(aa)

“Closing Time” means 2:00 p.m., in the City of Vancouver, Province of British Columbia on the Closing Date or such other time on the Closing Date as the parties hereto may agree upon;

(bb)		“Common Shares” means the common shares in the capital of ACDL;
(cc)		“Confidential Information” has the meaning ascribed thereto in the Shareholders Agreement;
(dd)		“Confidential Property” has the meaning ascribed thereto in Section 2.1(t);

(ee)		“Constating Documents” shall mean, with respect to any Person, its articles or certificate of incorporation, amendment, amalgamation, continuance or association, memorandum of association, declaration of trust, trust indenture, partnership agreement, limited liability company agreement or other similar document, as applicable, and all unanimous shareholder agreements, other shareholder agreements, voting trust agreements and similar arrangements applicable to the Person’s equity interests which bind such Person, and by-laws, all as amended, supplemented, restated or replaced from time to time;
(ff)		“Construction Budget” has the meaning ascribed thereto in the Shareholders Agreement;

(gg)		“Control” when used with respect to any specified Person, means the power to direct or cause the direction of management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “affiliated,” “controlling,” and “controlled” have meanings correlative of the foregoing;
(hh)		“Cost Plan #12” has the meaning ascribed thereto in Section 2.1(mmm);

(ii)		“Data Site” means the electronic data site maintained by ACDL and available to Pinnacle; provided, that for all purposes of this Agreement, information posted at such site shall only be considered to have been disclosed or be or made available at such site if it was posted no later than the date immediately prior to the date of this Agreement and remains posted at such site as of the date of this Agreement;
(jj)		“Debt” means, in respect of any Person:

	(i)		all debts and liabilities of the Person for borrowed money, whether incurred or assumed;
	(ii)		any obligation evidenced by bonds, debentures, notes, or other similar instruments;
	(iii)		capital lease obligations (as determined under GAAP) of such Person;

	(iv)		all guarantees, sureties and similar obligations granted by the Person;
	(v)		any obligation secured by any Lien existing on property owned or acquired by the Person;
	(vi)		any debt or liability of the Person representing the deferred acquisition cost of property or assets created or arising under any conditional sale agreement or other title retention agreement; and
	(vii)		any liabilities, contingent, unmatured or other, under indemnities or other agreements of the Person given in respect of any bankers’ acceptance, letter of credit, or letter of guarantee;

but “Debt” does not include deferred taxes or obligations to trade creditors (including employees) incurred in the ordinary course of business;

(kk)		“Direct Claim” has the meaning specified in Section 3.7(b)(i)(A);
(ll)		“$” or “Dollars” means United States dollars;
(mm)		“Entity Affiliates” has the meaning ascribed thereto in the Shareholders Agreement;
(nn)		“Environmental Laws” has the meaning ascribed thereto in Section 2.1(jj); (oo) “Equity Related Claim” has the meaning specified in Section 3.6(a);
(pp)		“Equity Securities” has the meaning ascribed thereto in the Shareholders Agreement;

(qq)		“Existing Shareholders Agreement” has the meaning ascribed thereto in the Shareholders Agreement;
(rr)		“Export Control and Economic Sanction Laws” has the meaning specified in Section 3.2(j);
(ss)		“Financial Statements” has the meaning specified in Section 2.1(cc);

(tt)

“Fully Diluted Basis” means the Common Shares, assuming the issuance, conversion or exercise (as the case may be) into Common Shares of: (a) the Warrants (but excluding any Backstop Warrants which are outstanding but not yet exercisable on the date of any relevant determination of the number of Common Shares on a “Fully Diluted Basis” except as provided otherwise), and (b) any and all options, warrants (other than the Warrants) and convertible or exchangeable securities issued by ACDL;

(uu)

“Gaming” means to deal, operate, carry on, conduct, maintain or expose for play any casino games of chance, gaming devices and other gaming activities;

(vv)		“Gaming Authority” means those national, state, local, and other governmental, regulatory, and administrative authorities, agencies, boards, commissions and officials responsible for or involved in the regulation of gaming or gaming activities or the interpretation or enforcement of Gaming Laws, whether in Vietnam or in any other jurisdiction of the world to which ACDL, Harbinger, Blue Line ACDL, Inc., Breakaway ACDL, Inc. or their respective Entity Affiliates, or Pinnacle, Pinnacle Entertainment, Inc. or their respective Entity Affiliates, is subject;
(ww)		“Gaming Laws” means those laws pursuant to which any Gaming Authority possesses regulatory, licensing, or permit authority over gaming, whether in Vietnam or in any other jurisdiction of the world, and any Gaming License, and/or other approval granting to ACDL, Harbinger, Blue Line ACDL, Inc., Breakaway ACDL, Inc. or Pinnacle or any of their respective Affiliates the ability to conduct Gaming activities, as any of the same may be amended from time to time;
(xx)		“Gaming License” means any concession, certificate, decree, license, permit, approval, authorization, registration, finding of suitability, franchise, or entitlement issued by any Gaming Authority or Governmental Entity necessary for or relating to the conduct of activities under any Gaming Laws;
(yy)		“Governmental Entity” means any (i) multi-national, federal, provincial, state, municipal, local or other governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the foregoing, or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above;
(zz)		“Government Lists” has the meaning set out in Section 2.1(vv);
(aaa)		“Government Official” has the meaning ascribed thereto in the Policy;
(bbb)		“Harbinger” means Harbinger II S.à.r.l.;
(ccc)		“Harbinger Lending Parties” means Harbinger, Blue Line ACDL, Inc. and Breakaway ACDL, Inc.
(ddd)		“Harbinger Parties” means Harbinger, Blue Line ACDL, Inc., Breakaway ACDL, Inc., Credit Distressed Blue Line Master Fund, Ltd. and Global Opportunities Breakaway Ltd.;
(eee)		“Harbinger Subscription Agreements” means (i) the subscription and exchange agreement entered into at the Closing between Harbinger and ACDL pertaining to the exchange by Harbinger of certain Series III Special shares and Series IV Special shares of ACDL for newly issued Series V Special Shares of ACDL, (ii) the subscription and exchange agreement entered into at Closing between Blue Line ACDL, Inc. and ACDL pertaining to the exchange by Blue Line ACDL, Inc. of certain Series III Special shares and Series IV Special shares of ACDL for newly issued Series V Special Shares of ACDL, and (iii) the subscription and exchange agreement entered into at Closing between Breakaway ACDL, Inc. and ACDL pertaining to the exchange by Breakaway ACDL Inc. of certain Series III Special shares and Series IV Special shares of ACDL for newly issued Series V Special Shares of ACDL, in each case in the forms attached as Schedule “C” to the Closing Agreement;

(fff)		“HDBank” means Housing Development Commercial Joint Stock Bank;
(ggg)		“Ho Tram Lands” means the one hundred sixty four (164) hectares of land (including approximately 2.2 kilometres of beach front property located at Binh Chau Phuoc Buu Commune, Ba Ria Vung Tau Province, Vietnam;
(hhh)		“Ho Tram Project” means the development of the Ho Tram Lands into an entertainment and casino resort facility in accordance with the Investment Certificate;
(iii)		“HSBC Charge” has the meaning ascribed thereto in Section 2.1(fff);
(jjj)		“HTPCL” means Ho Tram Project Company Limited;
(kkk)		“Indemnified Party” has the meaning specified in Section 3.7(a);
(lll)		“Intellectual Property” means all domestic and foreign rights, title and interests in business, trade or brand names and trademarks, domain names and other Internet addresses or identifiers, patents, patent requests, discoveries, methods, techniques, designs, particularly industrial designs, inventions, specifications, software, technical information, know-how, technology, formulas, algorithms, copyrights, data banks, data models, patterns, prototypes in use or in development, results and knowledge stemming from, directly or indirectly, the realization of research and development projects and that are not of the public domain, including all rights, title and interests in all improvements or modifications to any of the foregoing elements, the rights related to their registration, to the registration requests or to their renewal, and all other rights of industrial or intellectual property, including inter alia any rights in licenses and sub-licenses;
(mmm)		“Investment Certificate” means the investment certificate dated March 12, 2008 granted to HTPCL by the Government of Vietnam in respect of the Ho Tram Lands;
(nnn)		“Lease” means the 50 year lease of the Ho Tram Lands granted to HTPCL pursuant to a lease agreement dated May 21, 2008 between HTPCL and the People’s Committee of Ba Ria — Vung Tau Province;
(ooo)		“Licensed I.P.” has the meaning ascribed thereto in Section 2.1(p);
(ppp)		“Lien” means any mortgage, charge, pledge, hypothecation, security interest, assignment, lien (statutory or otherwise), title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature or any other arrangement or condition which, in substance, secures payment or performance of an obligation;

(qqq)		“Losses” has the meaning specified in Section 3.7(a);
(rrr)		“Management Agreement” means the Resort Management Agreement in the form attached as Schedule “G” to the Closing Agreement to be entered at the Closing into between HTPCL and PNK (VN), Inc. concerning the management of the second resort of the Ho Tram Project;
(sss)		“Management Rights and Development Agreement” means the Management and Development Rights Agreement in the form attached as Schedule “H” to the Closing Agreement to be entered into at the Closing between ACDL and PNK (VN), Inc. concerning the development of future resorts using the Brand;
(ttt)		“Material Adverse Change” or “Material Adverse Effect” means, with respect to any event, matter or circumstance, any change or effect that individually or when taken together with all other changes or effects that have occurred during any relevant period of time before the determination of the occurrence of that change or effect, is or is reasonably likely to (i) be materially adverse to the business, operations, results of operations, prospects, assets, liabilities or financial condition of ACDL and its Subsidiaries on a consolidated basis, (ii) cause the review of the Investment Certificate for a purpose that would be materially adverse to ACDL or its Subsidiaries, the revocation of the Investment Certificate or the imposition of a burdensome condition or restriction on the Investment Certificate by a Governmental Entity, or (iii) cause the Ho Tram Project to be suspended, materially delayed or cancelled; it being agreed that the cessation of the services of any key executive of ACDL or HTPCL shall be deemed a Material Adverse Change and a Material Adverse Effect;
(uuu)		“Material Contract” means (a) each contract listed on Schedule “D” to this Agreement, (b) each contract or agreement to which ACDL or any of its Subsidiaries is a party involving aggregate consideration of $500,000 or more, (c) all other contracts or agreements, the loss of which could reasonably be expected to result in a Material Adverse Change, and (d) any agreements currently in effect between ACDL and any of its Affiliates;
(vvv)		“Material Documents” means (a) Material Contracts; and (b) other material documents relating to ACDL or its subsidiaries;
(www)		“MGM Management Agreement” has the meaning ascribed thereto in the Shareholders Agreement;
(xxx)		“Notice of Direct Claim” has the meaning specified in Section 3.7(b)(i)(A);
(yyy)		“Notice of Third Party Claim” has the meaning specified in Section 3.7(b)(ii)(A);

(zzz)		“OFAC” has the meaning specified in Section 3.2(j);
(aaaa)		“Owned I.P.” has the meaning ascribed thereto in Section 2.1(p);
(bbbb)		“Permitted Encumbrance” has the meaning ascribed thereto in the Shareholders Agreement;
(cccc)		“Person” means an individual, corporation, general partnership, limited partnership, limited liability company, association, joint stock company, trust or trustee thereof, estate or executor thereof, Governmental Entity, or any other legally recognizable entity;
(dddd)		“Phase A-1” means the initial phase of the first phase of the Ho Tram Project, being the Las Vegas style luxury hotel, casino and conference centre resort and associated amenities to be known as the “MGM Grand Resort and Casino, Ho Tram” and which shall include (a) a hotel of approximately 541 rooms, having and a swimming pool; (b) a casino of approximately 10,000 square meters having approximately 500 electronic gaming machines and approximately 90 live gaming tables; and (c) the space for a spa and retail (excluding, in both cases, the fitting out of the space);
(eeee)		“Policy” has the meaning ascribed thereto in Section 6.4;
(ffff)		“Purchased Shares” has the meaning set out on the first page of this Agreement;
(gggg)		“Regulation D” means Regulation D promulgated under the U.S. Securities Act;
(hhhh)		“Regulation S” means Regulation S promulgated under the U.S. Securities Act;
(iiii)		“Related Agreements” has the meaning set out in Section 4.1(k);
(jjjj)		“Returns” has the meaning ascribed thereto in Section 2.1(iii);
(kkkk)		“Scope” has the meaning ascribed thereto in the Shareholders Agreement;
(llll)		“SDNs” has the meaning set out in Section 2.1(vv);
(mmmm)		“Securities” has the meaning ascribed thereto in the Shareholders Agreement;
(nnnn)		“Series V Special Shares” means the Special Shares Series V in the capital of ACDL;
(oooo)		“Shareholders Agreement” means the Shareholders Agreement in the form attached as Schedule “K” to the Closing Agreement to be entered into at the Closing among ACDL, Pinnacle, Harbinger, Blue Line ACDL, Inc., Breakaway ACDL, Inc., Credit Distressed Blue Line Master Fund, Ltd. and Global Opportunities Breakaway Ltd., as amended and supplemented from time to time;

(pppp)		“Share Purchase and Option Agreement” means the Share Purchase and Option Agreement to be entered into between Michael Aymong, David Subotic, Sonia Maria Boaventura Subotic, Raphael Danon, Isidor Subotic, BJR International Ltd., Asian Coast Development Inc., Izco Technologies Inc., DDS Enterprises Ltd., Dr. Eve Aymong Inc. and 1687321 Ontario Ltd., as Vendors and Harbinger, as Purchaser, and ACDL concerning the purchase of certain equity interests of the Vendors by Harbinger;
(qqqq)		“Special Shares” means the Series II Special Shares, the Series III Special Shares and the Series IV Special Shares, in each case, in the capital of ACDL
(rrrr)		“Standard” has the meaning ascribed thereto in the Shareholders Agreement;
(ssss)		“Subsidiary” means with respect to a Person, each other Person in which such Person owns, directly or indirectly, capital stock or other equity interests representing more than 50% of the outstanding capital stock or other equity interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such other Person;
(tttt)		“Supplemental Loan Agreement” means the Supplemental Loan Agreement dated as of December 23, 2010, made between ACDL, Breakaway ACDL, Inc., Blue Line ACDL, Inc., and Harbinger;
(uuuu)		“Target Percentage” has the meaning specified in Section 3.6(b);
(vvvv)		“Tax” means any tax, tariffs and customs duties including interest, surcharges and penalties due thereon imposed by any Governmental Entity;
(wwww)		“Top-Up Issuance” has the meaning specified in Section 3.6(b);
(xxxx)		“Transaction Agreements” means this Agreement and the Related Agreements (as defined in Section 4.1(k));
(yyyy)		“Unaudited Financial Statements” has the meaning ascribed thereto in Section 2.1(cc);
(zzzz)		United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;
(aaaaa)		“U.S. Person” means “U.S. person” as such term is defined in Rule 902(k) of Regulation S;
(bbbbb)		“U.S. Securities Act” means the United States Securities Act of 1933, as amended;
(ccccc)		“Warrant Amending Agreement” means the warrant amending agreement in the form attached as Schedule “J” to the Closing Agreement to be entered into at Closing by ACDL, Credit Distressed Blue Line Master Fund, Ltd., Global Opportunities Breakaway Ltd. and Harbinger; and

(ddddd)

“Warrants” means the Amended and Restated Warrants for the purchase of 250,000,000 Common Shares, and a further 174,088,559 Common Shares (such 174,088,559 Common Shares, the “Backstop Common Shares”), as executed and delivered by ACDL to each of Harbinger Capital Investments S.à.r.l., Blue Line ACDL, Inc. and Breakaway ACDL, Inc., and as subsequently transferred (X) in the case of Harbinger Capital Investments S.à.r.l. to Harbinger effective December 31, 2010, (Y) in the case of Blue Line ACDL, Inc. to Credit Distressed Blue Line Master Fund, Ltd. effective April 22, 2011 and (Z) in the case of Breakaway ACDL, Inc., to Global Opportunities Breakaway Ltd. effective April 22, 2011, as more particularly described as follows:

	(i)		Warrant Certificate CS-6 dated December 23, 2010 in favour of Harbinger for 160,000,000 Common Shares and an additional 111,416,678 Backstop Common Shares (entitlement in respect of such 111,416,678 Backstop Common Shares being referred to as the “Harbinger Backstop Warrants”);
	(ii)		Warrant Certificate CS-7 dated April 22, 2011 in favour of Blue Line for 75,000,000 Common Shares and an additional 52,226,568 Backstop Common Shares (entitlement in respect of such 52,226,568 Backstop Common Shares being referred to as the “Blue Line Backstop Warrants”); and
	(iii)		Warrant Certificate CS-8 dated April 22, 2011 in favour of Breakaway for 15,000,000 Common Shares and an additional 10,445,313 Backstop Common Shares (entitlement in respect of such 10,445,313 Backstop Common Shares being referred to as the “Breakaway Backstop Warrants”).

Section 1.2 Other Definitional Provisions

(a)

all references to the “Agreement” herein include the Schedules hereto;

(b)

all terms defined in this Agreement shall have the defined meanings when used in any certificates, reports or other documents made or delivered pursuant hereto or thereto, unless the context otherwise requires or it is expressly provided otherwise in such other certificate, report or other document, and terms defined herein with reference to the agreements attached to the Closing Agreement shall be as defined in such agreements in the forms so attached regardless whether or not such agreements have been executed by the parties thereto;

(c)

terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa;

(d)		all accounting terms shall have a meaning determined in accordance with Canadian GAAP;
(e)		the words “hereof,” “herein” and “hereunder,” and words of similar import, when used in this Agreement shall refer to this Agreement as a whole (including any appendices and Schedules hereto) and not to any particular provision of this Agreement;
(f)		where in this Agreement a representation, warranty or certificate is made on the basis of knowledge or awareness of ACDL, such knowledge or awareness consists of the knowledge and awareness of the directors, officers and employees of ACDL and its Subsidiaries and does not include knowledge and awareness of any other person or persons; and
(g)		unless otherwise indicated, all dollar amounts in this Agreement are expressed in United States funds.

Section 1.3 Headings

The headings contained in this Agreement are for convenience of reference only and are not to be given any legal effect and shall not affect the meaning or interpretation of this Agreement.

Section 1.4 Severability

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under Applicable Law, but if any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect under any Applicable Law in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, and such invalid, void or otherwise unenforceable provisions shall be null and void. It is the intent of the parties, however, that any invalid, void or otherwise unenforceable provisions be modified by a court of competent jurisdiction to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties herein.

Section 1.5 Governing Law

This Agreement shall be deemed to be made in, and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein without regard to any conflict of law principles thereof that would result in the application of the laws of any other jurisdiction.

Section 1.6 Forum Selection

Each of the parties agrees that any action or proceeding arising out of or relating to this Agreement must be instituted in the courts of the Province of British Columbia, waives any objection which it may have now or later to the venue of that action or proceeding, irrevocably and unconditionally submits to the exclusive jurisdiction of those courts in that action or proceeding and agrees to be bound by any final judgment of those courts.

Section 1.7 Schedules

The following Schedules attached hereto are incorporated into and form part of the Agreement:

Schedule “A” —		Potential Claims, Potential Regulatory Issues and Potential Material Adverse Effects
Schedule “B1” —		Capitalization Table
Schedule “B2” —		Pro-Forma Capitalization Table
Schedule “C” —		List of Options, Acceleration Rights and Shareholder Loans
Schedule “D” —		Material Documents
Schedule “E” —		Insurance Policies
Schedule “F” —		Anti—Corruption Policy
Schedule “G” —		Employee and Consulting Matters
Schedule “H” —		Provisions to be Waived; Consents
Schedule “I”—		Terms and Conditions for Series V Special Shares

Section 1.8 ACDL Information and other Disclosures

ACDL hereby agrees that between the date hereof and the earlier of the Closing and any termination of this Agreement in accordance with its terms, it will provide Pinnacle with information (documentary as available) in reasonable detail and in a manner that is readily comprehensible to reflect material changes to or material developments (for greater certainty, including material worsening of matters previously disclosed) in respect of matters and information disclosed and/or provided for, in, or pursuant to, the Transaction Agreements (hereinafter, the “Disclosure Updates”).

ARTICLE 2
REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of ACDL

ACDL represents and warrants to Pinnacle and each person on whose behalf Pinnacle is contracting as of the date hereof and as of Closing as if made at and as of such times (and acknowledges that Pinnacle and any beneficial purchaser is relying thereon) that:

(a)

ACDL is a corporation duly continued, organized and validly existing under the laws of British Columbia and is up-to-date in the filing of all corporate and similar returns under such laws. ACDL is qualified, licensed or registered to carry on business under the laws applicable to it in all jurisdictions in which it carries on business;

(b)

ACDL has all requisite corporate power and authority to (i) own, lease and operate its properties and assets and to carry on its Business as now being conducted and as proposed to be conducted by it, and (ii) enter into and perform its obligations under this Agreement;

(c)

ACDL does not have any Subsidiaries, other than Asian Coast Development Inc. (Barbados), Asian Coast Development Inc. (Bahamas) and HTPCL and, neither ACDL nor any of its Subsidiaries is a participant in any joint venture, partnership or similar arrangement or has any interest in any other entity;

(d)

ACDL owns all of the issued and outstanding shares of Asian Coast Development Inc. (Barbados) and it in turn owns all of the issued and outstanding shares of Asian Coast Development Inc. (Bahamas), subject to security interests granted over such shares in favour of the Harbinger Lending Parties, and is the sole owner of HTPCL subject to a security interest granted in the membership interests of such company to the Harbinger Lending Parties, and subject to the HSBC Charge and the BIDV Security;

(e)

Asian Coast Development Inc. (Barbados) and Asian Coast Development Inc. (Bahamas) are inactive corporations, have no material assets or liabilities and are not material to the Business and ACDL intends to wind down these companies;

(f)

the execution and delivery of the Transaction Agreements by ACDL and the performance of its obligations under and compliance with the terms, conditions and provisions of the Transaction Agreements will not (i) conflict with or result in a breach of (A) any of the terms or conditions of the Constating Documents of ACDL or any of its Subsidiaries, (B) any resolution of the applicable shareholders or board of directors of ACDL or its Subsidiaries, (C) any agreement, instrument or permit to which ACDL or any of its Subsidiaries is a party to or to which it is subject, or (D) the Investment Certificate or the Lease, (ii) violate any Applicable Law, order, writ, injunction or decree of any court, or (iii) except as specifically contemplated by the Transaction Agreements in respect of Liens, charges and encumbrances, result in the creation of any Lien, charge or encumbrance upon any assets of ACDL or any of its Subsidiaries or result in the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to ACDL or any of its Subsidiaries;

(g)

all action on the part of the officers of ACDL necessary for the execution and delivery of the Transaction Agreements, the performance of all obligations of ACDL under the Transaction Agreements to be performed as of the Closing, and the issuance and delivery of the Purchased Shares, has been taken or will be taken prior to Closing;

(h)

the execution and delivery of the Transaction Agreements by ACDL and the performance by ACDL of its obligations thereunder and the issuance of the Purchased Shares by ACDL to Pinnacle have been duly authorized by all necessary corporate and shareholder action. The Purchased Shares have been duly authorized and, when issued, sold and delivered in accordance with this Agreement, will be validly issued, fully paid and non-assessable and free of restrictions on transfer other than restrictions on transfer under the Shareholders Agreement and Applicable Law and are to be issued in compliance with, or pursuant to an exemption therefrom, all Applicable Laws concerning the issuance of the Purchased Shares;

(i)

the Transaction Agreements when executed and delivered by ACDL will constitute legal, valid and binding obligations of ACDL, enforceable against it in accordance with their terms, subject only to any limitation under Applicable Laws relating to (i) bankruptcy, insolvency, reorganization, arrangement, moratorium, wind-up, liquidation or similar laws affecting creditors’ rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies;

(j)

ACDL and each of its Subsidiaries has conducted and is conducting its business in compliance with all Applicable Laws and regulations of each jurisdiction in which it carries on business (including, without limitation, all applicable Canadian federal, provincial, municipal and local and Vietnamese provincial, municipal and local licensing laws, regulations and other requirements and any governmental or regulatory body), except when such non-compliance would not have a Material Adverse Effect, and has not received a notice of non-compliance with any such laws, regulations or permits. Except as disclosed or made available, as of the date of this Agreement, to Pinnacle through (A) the Data Site or (B) in writing (including electronic communications) to one or more of the individuals listed in subpart (vvv) of this Section 2.1, to the knowledge of ACDL, there are no pending changes or contemplated changes to any Applicable Law or regulation or governmental position that, taken individually or in the aggregate, would or would reasonably be expected to have a Material Adverse Effect. ACDL and each of its Subsidiaries has conducted and is conducting its affairs in compliance with their respective Constating Documents;

(k)

Except as set out in Schedule “A”, ACDL and each of its Subsidiaries has all franchises, permits, licenses, and any similar authority necessary for the conduct of the Business as presently conducted, the lack of which could materially and adversely affect the business, properties, prospects or financial condition of ACDL and its Subsidiaries, and ACDL believes it can obtain the same for the conduct of the Business as planned to be conducted. Except as set out in Schedule “A” neither ACDL nor any of its Subsidiaries is in default in any material respect under any of such franchises, permits, licenses, or other similar authority;

(l)

Except as set forth on Schedule “C”, no Person has any agreement, option, understanding or commitment or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, option or commitment of any nature for:

	(i)		the purchase, subscription, issuance or receipt, for any or no consideration, of any of the unissued shares in the capital of ACDL or any of its Subsidiaries or any securities of ACDL or any of its Subsidiaries; or
	(ii)		the purchase or other acquisition from ACDL or any of its Subsidiaries of any of such entity’s undertaking, property or assets, other than in the ordinary course of the business;

(m)

Capitalization; Voting Rights

	(i)		Other than the Series V Special Shares to be issued at Closing, Schedule “B1” sets forth as of the date hereof and as of immediately prior to the Closing: (A) the authorized capital of ACDL; (B) the number and classes of issued and outstanding shares in the capital of ACDL, including the number of Common Shares and Series V Special Shares issued and outstanding; (C) the number of Common Shares issuable or reserved for issuance pursuant to any options, warrants, rights (including pre-emptive rights, contingent rights and conversion rights) contracts, arrangements, understandings or agreements of any kind (whether oral or in writing) for the purchase or acquisition from ACDL of any of its securities; (D) ACDL’s outstanding stock options and broker’s warrants including the exercise price; and (E) all Debt of ACDL and its Subsidiaries (other than any Debt incurred pursuant to Section 3.1(j) hereof). Schedule “B1” lists all of the participating equity rights in the capital of ACDL, and there are no other or additional rights (whether vested, contingent, or otherwise) in or to any equity securities of ACDL or any of its Subsidiaries as of such dates.
	(ii)		Schedule “B2” sets forth on a pro forma basis with an assumed Closing Date of June 30, 2011 and assuming no additional debt being incurred pursuant to Section 3.1(j) hereof, immediately after giving effect to the transactions contemplated hereby and by the Transaction Agreements (on the assumption that no management options have been exercised between the date hereof and the Closing Date): (A) the authorized capital of ACDL; (B) the number and classes of issued and outstanding shares in the capital of ACDL, including the number of Common Shares and Series V Special Shares issued and outstanding; (C) the number of Common Shares issuable or reserved for issuance pursuant to any options, warrants, rights (including pre-emptive rights, contingent rights and conversion rights) contracts, arrangements, understandings or agreements of any kind (whether oral or in writing) for the purchase or acquisition from ACDL of any of its securities; (D) ACDL’s outstanding stock options and broker’s warrants including the exercise price; and (E) all Debt of ACDL and its Subsidiaries.

	(iii)		all issued and outstanding shares in the capital of ACDL and its Subsidiaries (A) have been duly authorized and validly issued and are fully paid and non-assessable, and (B) were issued in compliance with, or pursuant to an exemption therefrom, all Applicable Laws concerning the issuance of securities;
	(iv)		all issued and outstanding shares, charter capital and equity interests in ACDL’s Subsidiaries are owned by ACDL, free and clear of all Liens other than (i) the security interests granted to the Harbinger Lending Parties, (ii) the BIDV Security and (iii) the HSBC Charge;
	(v)		except as set forth in Schedule “C”, no stock purchase or other agreement or understanding between ACDL or any of its Subsidiaries and any holder of any of their respective equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of any merger, sale of shares or assets, change in control or any other transaction(s) by ACDL or its Subsidiaries;
	(vi)		except as set forth in the Transaction Agreements and the Existing Shareholders Agreement, there are no rights held by any party with respect to, or by virtue of ownership of, any securities of ACDL, including but not limited to rights of first refusal, consent rights and rights to board representation;
	(vii)		there are no put or other obligations (contingent or otherwise) on the part of ACDL and its Subsidiaries to purchase or redeem any outstanding securities or instruments, other than those provided for in its Constating Documents or those arising pursuant to the Transaction Agreements;
	(viii)		except as set forth in the Shareholders Agreement and in the Existing Shareholders Agreement, there are no voting agreements or other arrangements with respect to the voting of any share of capital stock of ACDL, and each share of outstanding capital stock of ACDL has the voting rights outlined in ACDL`s Constating Documents; and
	(ix)		ACDL has obtained valid waivers of any rights by other parties to purchase any of the Purchased Shares;

(n)

[INTENTIONALLY OMITTED];

(o)

ACDL and its Subsidiaries, taken as a whole, do not hold assets located in the United States (other than investment assets, voting or nonvoting securities of another person) having an aggregate total value of over $50 million as of the end of ACDL’s most recent fiscal year and ACDL and its Subsidiaries, taken as a whole, have not made aggregate sales in or into the United States of over $50 million in ACDL’s most recent fiscal year;

(p)

all Intellectual Property necessary for carrying on the Business as it is currently being carried on and as it is proposed to be carried on is owned by ACDL or its Subsidiaries (“Owned I.P.”) or is used by ACDL or its Subsidiaries under a license agreement or arrangement from another Person (“Licensed I.P.”), and ACDL and its Subsidiaries, as applicable, will, as at the date of initial construction of the Ho Tram Project, own or have valid rights to use all Intellectual Property necessary for the design and construction thereof;

(q)

the Intellectual Property of ACDL and its Subsidiaries: (i) is validly owned by or licensed to ACDL or Subsidiary, as applicable; (ii) is not the subject of any infringement action or other litigation, pending or to the knowledge of ACDL, threatened; (iii) in the case of trade-marks owned by ACDL or any of its Subsidiaries, have been validly and effectively applied for or registered by or on behalf of ACDL or its Subsidiaries, as applicable, in all jurisdictions necessary to protect and preserve ACDL and its Subsidiaries rights therein as necessary for the continued use thereof in the Business and (iv) to the knowledge of ACDL, does not infringe on the Intellectual Property of any third parties;

(r)

To ACDL’s knowledge, neither ACDL nor any of its Subsidiaries has violated the Intellectual Property rights of any other person or entity. Neither ACDL nor any of its Subsidiaries has received any communications alleging that either of ACDL or any of its Subsidiaries has violated or, by conducting the Business as proposed, would violate any Intellectual Property of any other Person;

(s)

ACDL and each of its Subsidiaries have taken all reasonable steps necessary to protect and preserve the rights of ACDL and its Subsidiaries in and to the Owned I.P. and Licensed I.P.;

(t)

ACDL and each of its Subsidiaries have taken all necessary and appropriate steps to protect and preserve the confidentiality and secrecy of all Owned I.P. and Licensed I.P. not otherwise protected by patents, patent applications or copyright, as well as its material trade secrets and other confidential information (“Confidential Property”), all use, disclosure or appropriation of Confidential Property owned by ACDL or HTPCL by or to a third Person has been pursuant to the terms of a written agreement with such third Person, and with respect to Confidential Property not owned by ACDL or HTPCL, pursuant to the terms of a written agreement between ACDL or HTPCL and the owner of such Confidential Property, or is otherwise lawful. All such agreements referred to in this paragraph are valid and subsisting and ACDL is not aware of any material breach of any such agreement;

(u)

ACDL or its Subsidiaries own or have all rights related to all computer and communication systems necessary for carrying on the Business, as it is currently being carried on, including the rights to all content, trade names, and domain names relating to its websites, and all related domain name registrations are valid and subsisting in the name of ACDL or its Subsidiaries;

(v)

ACDL or its Subsidiaries have good and merchantable title to all the tangible and intangible personal property reflected as assets in the Financial Statements, free and clear of all Liens, subject to (i) security interests granted to the Harbinger Lending Parties, (ii) the BIDV Security, (iii) Liens to secure the BIDV Working Capital Facility, and (iv) the HSBC Charge. ACDL owns, leases or has the lawful right to use all of the assets and property necessary for carrying on the Business, as currently being conducted, except where the failure to own, lease or have the lawful right to use would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(w)

the Investment Certificate has been duly granted to ACDL by, and the Lease has been duly entered into by HTPCL with, applicable Vietnamese Governmental Entities and each remains valid, binding, enforceable and in good standing, subject to all Applicable Laws of Vietnam, with the exception of the matters referred to in Schedule “A.” Except as set out in Schedule “A” (i) ACDL and HTPCL have complied in all material respects with the provisions of the Investment Certificate and Lease and (ii) ACDL does not know of any breach or non-compliance with the terms of the Investment Certificate or Lease. ACDL does not know of any facts, which if known to the applicable Government Officials or its employees, could reasonably be expected to result in the revocation or suspension of the Investment Certificate or Lease;

(x)

the minute books of ACDL and HTPCL are complete and accurate in all material respects, all corporate proceedings and actions reflected therein have been conducted or taken in compliance with all Applicable Laws and with the Constating Documents of ACDL or HTPCL as applicable and such minute books are up to date and fully disclose all articles, bylaws and resolutions of the Board and/or shareholders. The Constating Documents of ACDL and its Subsidiaries are in the form provided to Pinnacle. Neither ACDL nor any of its Subsidiaries is subject to, or affected by any shareholders agreement declaration or other agreement among the shareholders of ACDL, or any of them, other than the Shareholders Agreement and the Existing Shareholders Agreement;

(y)

Schedule “D” hereto contains a list of Material Contracts of ACDL or its Subsidiaries, a true and complete copy of which (including any amendments or modifications thereto) have been made available to Pinnacle either on the Data Site or otherwise. Except as set forth in Schedule “A” (I) ACDL and HTPCL are in compliance with all Material Contracts to which it is a party, and to the knowledge of ACDL, all other parties to the Material Contracts are not in default of any Material Contract except where such non-compliance or default would not have a Material Adverse Effect; (II) no event has occurred which, with the

giving of notice, lapse of time or both, would constitute a material default or breach under, or in respect of, any Material Contract (III) except where terminated, expired or performed in full, all of the Material Contracts set forth in Schedule “D” hereto constitute a legal, valid and binding obligation of ACDL and HTPCL, as applicable, enforceable against ACDL or HTPCL, as applicable, in accordance with their terms, subject only to any limitation under Applicable Laws relating to (i) bankruptcy, insolvency, reorganization, arrangement, moratorium, wind-up, liquidation or similar laws affecting creditors’ rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies. The execution and delivery by ACDL and HTPCL, as applicable, and the performance of their obligations under, and compliance with the terms, conditions and provisions of the Material Contracts does not and will not (i) conflict with or result in a breach of (A) any of the terms or conditions of the Constating Documents of ACDL or HTPCL, (B) any resolution of the applicable shareholders or board of directors of ACDL or HTPCL, (C) any agreement, instrument or permit to which ACDL or HTPCL is a party to or to which it is subject, including without limitation the Transaction Agreements, or (D) the Investment Certificate or the Lease, (ii) violate any Applicable Law, order, writ, injunction or decree of any court or (iii) other than Liens, charges and encumbrances arising as a result of security granted to the Harbinger Lending Parties and the BIDV Security, result in the creation of any Lien, charge or encumbrance upon any assets of ACDL or any of its Subsidiaries or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to ACDL or any of its Subsidiaries;

(z)

the Books and Records have been properly and accurately kept and completed in all material respects and there are no material inaccuracies or discrepancies of any kind contained or reflected therein;

(aa)

ACDL and each of its Subsidiaries has filed or has caused to be filed, within the times and in the manner prescribed by Applicable Law, all federal, provincial, state and local tax returns, tax reports and information returns which are required to be filed by or with respect to ACDL and its Subsidiaries and information contained in such returns and reports is correct and complete in all material respects and such returns and reports reflect accurately all liability for taxes of ACDL and its Subsidiaries, as applicable, for the periods covered thereby (except as set out in Schedule “A”). True and complete copies of all such returns and reports have been provided to Pinnacle. All federal, provincial, state and local income, profits, franchise, sales, use, occupancy, excise and other taxes and assessments (including interest and penalties) required to be shown on all such tax returns, tax reports and information returns or otherwise due in respect of ACDL and any of its Subsidiaries have been timely paid and all tax as required to be withheld, collected and remitted by ACDL or the relevant Subsidiary (except as set out in Schedule “A”) including, without limitation, from any employee, have been properly and timely withheld, collected and remitted to the appropriate Governmental Entity except where the failure to so pay, withhold, collect or remit, would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of ACDL, except as set out in Schedule “A”, no examination by any Governmental Entity of any tax return is currently in progress and there are no outstanding agreements or waivers extending the statutory period providing for an extension of time with respect to the assessment or reassessment of income tax or filing of any tax return by, or any payment of any tax by, or the levying of any governmental charge against, ACDL or any of its Subsidiaries;

(bb)

Except as set out in Schedule “C” hereto, neither ACDL nor any of its Subsidiaries has any loans or indebtedness outstanding which has been made to any of the shareholders of ACDL or its Subsidiaries or any of the officers, directors or employees, or any of their respective spouses, children or any Affiliates thereof, of ACDL or its Subsidiaries, past or present, or any person not dealing at “arm’s length”, within the meaning of the Income Tax Act (Canada) with any such Persons or otherwise in violation of any Applicable Law or Material Contract. Other than (i) provided for in their employment agreements, (ii) employee benefits, (iii) director and officer indemnification agreements, (iv) the purchase of shares of the ACDL’s capital stock and the issuance of options to purchase shares of the ACDL’s Common Stock; or (v) as set out in Schedule “G” hereto, there are no agreements or proposed transactions between ACDL or any of its Subsidiaries and any of their officers, directors, key employees or any Affiliate thereof;

(cc)

ACDL has provided Pinnacle with copies of (i) the audited consolidated financial statements of ACDL as at and for the twelve-month period ended December 31, 2009, together with a report thereon by Deloitte & Touche LLP (the “Audited Financial Statements”), and (ii) unaudited consolidated financial statements of ACDL as at and for the twelve-month period ended December 31, 2010 (the “Unaudited Financial Statements”), including a balance sheet, statements of income and retained earnings and a statement of cash flows (the Audited Financial Statements and the Unaudited Financial Statements, collectively the “Financial Statements”). The Audited Financial Statements are complete and correct in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated. The Unaudited Financial Statements have been prepared in accordance with GAAP applied on a consistent basis and the cash balance on the balance sheet included therein and the first five line items under the heading “Expenses” in the income statement included therein (excluding any entries in respect of stock option expense) present fairly those items as at their respective dates, except that the Unaudited Financial Statements do not contain notes and may be subject to year-end audit adjustments. The balance sheet included in the Audited Financial Statements fairly present the financial condition of ACDL as at its date. The statements of income and retained earnings and statements of cash flows included in the Audited Financial Statements reflect all costs that historically have been incurred by ACDL and present fairly the results of operations and cash flows of ACDL for the periods indicated;

(dd)

Except as set forth in this Agreement or its Schedules, the Transaction Agreements, the Unaudited Financial Statements or disclosed on the Data Site, since December 31, 2009, there has not been with respect to ACDL and its Subsidiaries, taken as a whole, or HTPCL: (i) any incurrence, assumption or guarantee of any Debt or forgiveness of any material Debt owed to ACDL or its Subsidiaries; (ii) any creation or other incurrence of any Lien; (iii) any loans or guarantees made by ACDL or its Subsidiaries for the benefit of its Affiliates, employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business, (iv) any material change in any method of accounting or accounting practice; (v) any issuance of any securities of ACDL or its Subsidiaries; (vi) any material change in compensation payable to any officer or key employee of ACDL or its Subsidiaries; (vii) any resignations, terminations or notices of intent to resign or terminate, by officers or key employees of ACDL or its Subsidiaries, (viii) any incurrence of liabilities other than in the ordinary course of business, (ix) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (x) any change or amendment of any term of any outstanding securities of ACDL or its Subsidiaries; (xi) any declaration, setting aside or payment of any dividend (whether in cash, securities or other property) or other distribution or payment in respect of any securities; or (xii) any agreement or understanding (whether written or oral and express or implied) to do any of the foregoing;

(ee)

ACDL and its Subsidiaries have devised and maintained systems of internal accounting controls sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with management’s general or specific authorization, (ii) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for items, (iii) access to their property and assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for items is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences;

(ff)

ACDL and each of its Subsidiaries has made all accruals required by GAAP or other Applicable Laws for unpaid vacation pay, sick leave, premiums for overtime, unemployment insurance, health premiums, Canada Pension Plan premiums, accrued wages, salaries and commissions and employee benefit plan payments except where the failure to do so would not have a Material Adverse Effect;

(gg)

the assets of ACDL and each of its Subsidiaries and their respective businesses and operations are insured against loss or damage as described in Schedule “E”; such coverage is in full force and effect, and neither ACDL nor its Subsidiaries has failed to promptly give any notice or present any material claim thereunder;

(hh)

to the knowledge of ACDL, there are no facts, circumstances or occurrences which have not been disclosed to Pinnacle prior to the date hereof and which could reasonably be expected to have a Material Adverse Effect on ACDL or any of its Subsidiaries or the Business, its assets, liabilities, prospects or the Ho Tram Project;

(ii)

except as otherwise described in Schedule “A” of this Agreement, (i) there are no claims, demands, actions, suits or proceedings by any Person, nor any arbitration, administrative, investigation or other proceeding by or before any Governmental Entity pending, or, to the knowledge of ACDL, threatened, against or affecting ACDL or its Subsidiaries, or any of their respective officers, directors, key employees, property or assets, or the Business or the Ho Tram Project, or that questions the validity of any Transaction Agreement or the right of ACDL to enter into same, or to consummate the transactions contemplated thereby, or any other material claim, action, suit, proceeding, arbitration or investigation affecting or involving ACDL or the ownership of ACDL or any of its Subsidiaries; (ii) neither of ACDL nor any of its Subsidiaries is subject to any judgment, order or decree entered in any lawsuit or proceeding nor has ACDL or any of its Subsidiaries settled any claim prior to being prosecuted in respect of it; (iii) neither ACDL nor any of its Subsidiaries is a plaintiff or complainant in any claim, demand, action, suit, investigation or proceeding and there is no claim, demand, action, suit, investigation or proceeding that ACDL or any of its Subsidiaries intends to initiate. For the avoidance of doubt, the foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefor known to ACDL or any of its Subsidiaries) involving the prior employment of any employee of ACDL or its Subsidiaries, their services provided in connection with the Business or any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers. Schedule “A” of this Agreement sets out in reasonable detail, with respect to each proceeding, the parties, the nature of the proceedings and the amount and type or types of relief sought;

(jj)

except as could not reasonably be expected to have a Material Adverse Effect, there has been no release or threatened release of any pollutant, contaminant or toxic or hazardous material, substance or waste, or petroleum or any fraction thereof on, upon, into or from any site currently or heretofore owned, leased or otherwise used by ACDL or any of its Subsidiaries. To the knowledge of ACDL, ACDL and each of its Subsidiaries is in material compliance with any and all applicable foreign, federal, provincial, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”). There have been no past unresolved, and to the knowledge of ACDL there are no, pending or threatened claims, complaints, notices or requests for information received by ACDL or its Subsidiaries with respect to any alleged material violation of any Environmental Law; and to the knowledge of ACDL, no conditions exist at, on or under any property now or previously owned, operated or leased by ACDL or its Subsidiaries which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law;

(kk)

[INTENTIONALLY OMITTED];

(ll)

the ACDL Information is, and as of the Closing will be, true, complete and correct in all material respects and no fact or facts have been omitted therefrom which would make such information misleading. ACDL has made available to Pinnacle all the information reasonably available to ACDL and its Subsidiaries that Pinnacle has requested for use in deciding whether to acquire the Purchased Shares;

(mm)		ACDL is not a “non-resident” of Canada within the meaning of the Income Tax Act (Canada);
(nn)		no broker, agent or intermediary has been engaged by ACDL or its Subsidiaries in connection with the Purchased Shares and no commission or other remuneration is payable to any broker, agent or intermediary in connection herewith by ACDL or any of its Subsidiaries. Except as disclosed in Schedule “A” no commission or other remuneration is payable to any broker, agent or intermediary in connection with prior financings by ACDL or any of its Subsidiaries;
(oo)		ACDL and each of its Subsidiaries (as applicable) has obtained, made or taken all material consents, approvals, authorizations, declarations, registrations, filings, notices, waivers and other actions whatsoever required as at the Closing in connection with (a) the execution, delivery and performance by it of the Transaction Agreements, the Lease, the Investment Certificate and the Ho Tram Project (in respect of the Investment Certificate and the Ho Tram Project, limited to current development of Phase A-1 as at the date hereof) and (b) the consummation of the transactions contemplated by the Transaction Agreements, the Lease, the Investment Certificate and the Ho Tram Project (in respect of the Investment Certificate and the Ho Tram Project, limited to current development of Phase A-1 as at the date hereof);
(pp)		ACDL and each of its Subsidiaries: (i) is familiar with, has fully complied at all times with and is currently in full compliance with the U.S. Foreign Corrupt Practices Act, as amended, and the Canadian Corruption of Foreign Public Officials Act, and (ii) has complied and is currently in compliance in all material respects with all other applicable domestic and foreign anti-bribery or anti-corruption laws and other Applicable Laws that prohibit payments to improperly influence foreign or domestic government officials;
(qq)		neither ACDL nor any of its Subsidiaries, nor, to the knowledge of ACDL or any of its Subsidiaries, any director, officer, employee, agent, distributor, consultant, Affiliate, or other person acting on behalf of ACDL or its Subsidiaries, has taken any action, either directly or indirectly, that would result in a violation of the Anti -Corruption Laws, including, without limitation, making, offering, authorizing, or promising any payment, contribution, gift, entertainment, bribe, rebate, kickback, or any other thing of value, regardless of form or amount, to any (i) foreign or domestic government official or employee, (ii) employee of a foreign or domestic government-owned entity, (iii) foreign or domestic political party, political official, or candidate for political office, or (iv) any officer or employee of a public international organization, to obtain a competitive advantage, or to receive favorable treatment in obtaining or retaining business;
(rr)		neither ACDL nor any of its Subsidiaries, nor, to the knowledge of ACDL or any of its Subsidiaries, any director, officer, employee, agent, distributor, consultant, Affiliate, or other person acting on behalf of ACDL or its Subsidiaries, is, or has been, under administrative, civil, or criminal investigation, indictment, suspension, debarment, or audit (other than a routine contract audit) in connection with alleged or possible violations of the Anti Corruption Laws;

(ss)

neither ACDL nor any of its Subsidiaries, nor, to the knowledge of ACDL or any of its Subsidiaries, any director, officer, employee, agent, distributor, consultant, Affiliate, or other person acting on behalf of ACDL or its Subsidiaries, has received notice from, or made a voluntary disclosure to, the U.S. Department of Justice or the U.S. Securities and Exchange Commission regarding alleged or possible violations of the Anti-Corruption Laws;

(tt)		ACDL, its Subsidiaries, and, to the knowledge of ACDL and any of its Subsidiaries, any director, officer, employee, agent, distributor, consultant, Affiliate, or other person acting on behalf of ACDL or its Subsidiaries have at all times fully complied with, and are currently in full compliance with, the Export Control and Economic Sanctions Laws;
(uu)		[INTENTIONALLY OMITTED];

(vv)

neither ACDL nor any of its Subsidiaries, nor, to the knowledge of ACDL or any of its Subsidiaries, any director, officer, employee, agent, distributor, consultant, Affiliate, other person acting on behalf of ACDL or its Subsidiaries, or customer of ACDL or its Subsidiaries, is (1) listed on (i) the List of Specially Designated Nationals and Blocked Persons (“SDNs”) maintained by OFAC or any other list of known or suspected terrorists, terrorist organizations, or other prohibited persons provided to ACDL or any of its Subsidiaries by any agency of the government of the United States or any jurisdiction in which ACDL or any of its Subsidiaries are doing business; (ii) the Bureau of Industry and Security of the United States Department of Commerce “Denied Persons List,” “Entity List,” or “Unverified List”; (iii) the Office of Defense Trade Controls of the United States Department of State “List of Debarred Parties”; or (iv) any lists of restricted persons or entities maintained by any other U.S. government authority in relation to compliance with the Export Control and Economic Sanctions laws (collectively, “Government Lists”); or (2) a person who has been determined by competent authority to be subject to the prohibitions contained in Executive Order 13224, 66 Fed. Reg. 49,079 (Sep. 25, 2001) (Executive Order Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism), Executive Order 13382, 70 Fed. Reg. 38,567 (Jul. 1, 2005) (Executive Order Blocking Property of Weapons of Mass Destruction Proliferators and Their Supporters), or any other similar prohibitions contained in the laws administered by, and regulations of, OFAC or in any enabling legislation or other Executive Orders in respect thereof;

(ww)

neither ACDL nor any of its Subsidiaries, nor, to the knowledge of ACDL or any of its Subsidiaries, any director, officer, employee, agent, distributor, consultant, Affiliate, or other person acting on behalf of ACDL or its Subsidiaries has made a voluntary disclosure to governmental regulatory authorities reporting violations of laws or regulations relating to the export or re-export of products, technology, software, services or other information from the United States or any other jurisdiction;

(xx)

neither ACDL nor any of its Subsidiaries, nor, to the knowledge of ACDL or any of its Subsidiaries, any director, officer, employee, agent, distributor, consultant, Affiliate, or other person acting on behalf of ACDL or its Subsidiaries, have participated or are currently participating in, or have cooperated or are currently cooperating with, an unsanctioned international boycott within the meaning of Section 999 of the Internal Revenue Code of 1986, as amended;

(yy)

neither ACDL nor any of its Subsidiaries, nor, to the knowledge of ACDL or any of its Subsidiaries, any owner, director, officer, employee, agent, distributor, consultant, Affiliate, or other person acting on behalf of ACDL or its Subsidiaries, has engaged in, or is currently engaged in, a transaction, investment, undertaking, or activity in violation of the Anti-Money Laundering Laws and all such persons have complied and are in compliance with the Anti-Money Laundering Laws;

(zz)

except for the BIDV Credit Agreement, no debt or equity interest or other security of ACDL or any of its Subsidiaries is held, directly or indirectly, beneficially or otherwise by: (i) an executive, official, employee or agent of a governmental department, agency or instrumentality; (ii) a director, officer, employee or agent of a wholly or partially government-owned or controlled company or business; (iii) a political party or official thereof, or candidate for political office; or (iv) an executive, official, employee or agent of a public international organization (e.g., the International Monetary Fund or the World Bank);

(aaa)

neither ACDL nor any of its Subsidiaries, nor, to the knowledge of ACDL or any of its Subsidiaries, any owner, director, officer, employee, agent, distributor, consultant, Affiliate, or other person acting on behalf of ACDL or its Subsidiaries, (i) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering or any crimes which in the United States would be predicate crimes or specified unlawful activities to money laundering under the U.S. Anti-Money Laundering Laws and would be punishable by a sentence of more than one year in prison, or any violation of any of the Anti-Money Laundering Laws; (ii) has been assessed civil or criminal penalties under any of the Anti-Money Laundering Laws; or (iii) has had any of its funds seized or forfeited in any action under any of the Anti-Money Laundering Laws or other criminal or civil forfeiture laws. Neither ACDL nor any of its Subsidiaries has any investor whose investment in ACDL or the Subsidiary has been or will be derived from, or related to, any illegal activities, including, without limitation, prohibited money laundering activities;

(bbb)

the sum of 59,326,789,800 Vietnamese Dong was paid by HTPCL to Xuyen Moc State Treasury in consideration of the issuance of the Lease for an initial term of 50 years and the sum of 11,690,748,429 Vietnamese Dong was paid by HTPCL to People’s Committee of Xuyen Moc District in accordance with Decision 1121 of the People’s Committee of Xuyen Moc Commune of the Socialist Republic of Vietnam dated May 20th, 2008. There are no other or additional amounts payable in respect of the grant of rights to the Ho Tram Lands contemplated by the Lease (except as disclosed in Schedule “A”). Payment of the said amounts by HTPCL to Xuyen Moc State Treasury is and will be a legal and reasonable qualified expenditure which counts towards HTPCL meeting its investment and expenditure requirements specified in the Investment Certificate;

(ccc)		HTPCL is a corporation duly established and, validly existing under and by virtue of the Applicable Laws of Vietnam, with full power and authority to carry on its business as set out in its Investment Certificate and to own or lease its properties to the extent permitted by Applicable Law as and in the places where such business is now conducted and such properties are now located;
(ddd)		HTPCL has obtained, or is taking every action reasonably necessary to obtain, all material authorizations, consents and registrations required for the conduct of its business as stipulated under the Investment Certificate;
(eee)		the total registered investment of HTPCL is $4,230,000,000, of which the charter capital is $795,000,000 in accordance with the Investment Certificate;
(fff)		except for charges in favour of the Harbinger Lending Parties, the HSBC Charge and the BIDV Security, there are no Liens on, over or affecting any of charter capital of HTPCL and there is no agreement or commitment to give or create any Lien and no claim has been made by any person to be entitled to any Lien which has not been waived in its entirety or satisfied in full. ACDL has granted a charge in favour of HSBC Bank Canada which secures the payment of the amount of $47,478.55 (the “HSBC Charge”), which amount is held in a locked account with HSBC Bank Canada as security for a letter of credit issued by HSBC Bank Canada to the Landlord under ACDL’s Vancouver office lease. ACDL hereby covenants and agrees that it shall not incur any additional obligations to HSBC Bank Canada which are subject to the HSBC Charge without the prior written consent of Pinnacle;
(ggg)		the books of account, board and shareholder meeting minute books, and other corporate filings and records of HTPCL are up-to-date and maintained in accordance with all material applicable legal requirements on a proper and consistent basis, and contain complete and accurate records of all matters required to be dealt with therein;
(hhh)		except as set forth in Schedule “A,” there is no action pending or, to the knowledge of ACDL, threatened against or affecting HTPCL, and there is no Governmental Order or settlement agreement by which HTPCL is bound, or any of its properties is affected;
(iii)		HTPCL has filed or caused to be filed, within the requisite period and in the manner prescribed by Applicable Law, all material Tax returns, statements, forms and reports (collectively, the “Returns”) for national and local Taxes, tariffs and customs duties, including interest, surcharges and penalties due thereon which are required to be filed by, or with respect to HTPCL. All material Taxes which HTPCL was required by Applicable Law to withhold or collect have been duly withheld or collected, and have been timely remitted to the proper Government Authority to the extent due and payable. Except as disclosed in Schedule “A”, there are no claims being asserted against HTPCL for unpaid Taxes and there is no audit of any Return of HTPCL in progress;

(jjj)		to the knowledge of ACDL, there are no outstanding VAT reassessments and there is no basis for any VAT reassessments by the Vietnamese Governmental Authority or other Governmental Authority with respect to ACDL or its Subsidiaries;
(kkk)		subject to the BIDV Security, HTPCL has the right and full legal, good and marketable title and interest in and to and possession of, or a valid leasehold interest in its assets and Ho Tram Lands;
(lll)		all material rights and incentives to which ACDL or HTPCL are entitled under the Investment Certificate will not be affected by the Closing;
(mmm)		the most recent budget for Phase A-1 as set forth in Ho Tram Resort Zone A-1 Cost Plan #12 dated March 28, 2011 and approved by the ACDL Board of Directors on May 17, 2011 (“Cost Plan #12”), a copy of which has been provided to Pinnacle, is a true, complete and accurate copy of the budget for Phase A-1 as currently in effect, including all modifications and amendments to such budget. The construction of Phase A-1 has proceeded according to such budget in all material respects;
(nnn)		the most recent estimates, projections or forecasts of the ACDL and its Subsidiaries made available to Pinnacle prior to the date hereof have been prepared by ACDL in good faith based upon assumptions that were and continue to be reasonable;
(ooo)		after giving effect to the Closing, assuming that the contemplated thirty-five million dollar ($35,000,000) working capital facility with BIDV and/or other lenders (the “BIDV Working Capital Facility”) is completed, and based on the information available to ACDL, ACDL and HTPCL have secured sufficient funds to (a) develop, construct and pre-open Phase A-1 in accordance with Cost Plan #12 (as qualified therein); and (b) fund ACDL’s and HTPCL’s working capital requirements until the opening of Phase A-1;
(ppp)		except as set forth in Schedule “D” hereto, neither ACDL nor any of its Subsidiaries has any agreement, arrangement or understanding with any other party with respect to the ownership, management or the development of any portion of the Ho Tram Project;
(qqq)		there has not been, there is no presently pending or existing, and to ACDL’s knowledge, there is no threatened strike, walkout, work stoppage, or other labour dispute or employee grievance process against or affecting HTPCL. There is no pending or, to the knowledge of ACDL, any threatened case for illegal dismissal, unfair labour practice, or unpaid labour or other claims against HTPCL, and, to the knowledge of ACDL, there are no facts or circumstances which could give rise to any such cases or claims;

(rrr)		HTPCL has, at all times, complied in all material respects with all applicable labour law, has paid its employees all benefits due them, whether statutory or otherwise, as of the Closing Date;
(sss)		The agreements set out in Schedule “G” hereto set out all compensation, including salary, bonus, severance obligations (including in connection with a change of control) and deferred compensation paid or payable for each officer, employee, former employee or officer or consultants who provide employee type services to ACDL or its Subsidiaries who received compensation in excess of $100,000 for the most recent fiscal year or is anticipated to receive compensation in excess of $100,000 for fiscal year 2011, provided however, that Schedule “G” does not include the consulting agreements referred to in Section 3.1(n) herein;
(ttt)		Except as set out in Schedule “G” hereto, to the knowledge of ACDL, no officer or key employee, or any group of key employees, intends to terminate his/her employment with ACDL or any of its Subsidiaries;
(uuu)		Neither ACDL nor any of its Subsidiaries has any outstanding obligation to reimburse any party for expenses incurred in prior completed transactions between ACDL or its Subsidiaries and such other party or their Affiliates, other than expenses incurred by third parties pursuant to construction agreements related to the Ho Tram Project, the MGM Management Agreement or the Collaboration and Assistance Agreement dated as of November 17, 2008 between HTPCL and MGM MIRAGE Hospitality International Holdings Limited, on behalf of an entity to be formed;
(vvv)		Except as set forth in this Agreement or its Schedules or on the Data Site or disclosed prior to the date of this Agreement to the following Pinnacle representatives in writing (including electronic communications):

	(i)		Carlos Ruisanchez;
	(ii)		Jack Godfrey;
	(iii)		Geoff Goodman;
	(iv)		Bhavna Mistry;
	(v)		Bill Buffalo;
	(vi)		Saptak Santra;
	(vii)		Can Nguyen;
	(viii)		Jonathan Seibald;
	(ix)		Joel Cohen;

	(x)		Matt McCardell;
	(xi)		Ashok Mukhey;
	(xii)		Ede Ibekwe;
	(xiii)		Tom Roche;
	(xiv)		Jennifer Cuthbert;
	(xv)		John Tuzyk;
	(xvi)		Joel Richler;
	(xvii)		Brad Bartholomew;
	(xviii)		Faye Yu;
	(xix)		Linda Lewis;
	(xx)		Billy Wong;
	(xxi)		Phan Lay Eng; and
	(xxii)		Loh Kwi Leong;

there has not been any event, occurrence or development which could have a Material Adverse Effect on the Business;

(www)		no representation or warranty by ACDL herein or in any Transaction Agreement, nor any Schedule, certificate or exhibit furnished pursuant to this Agreement or any Transaction Agreement or in connection with the transactions contemplated thereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they were made, not misleading; and
(xxx)		ACDL and its Subsidiaries have no outstanding Debt other than as set forth on Schedule “B” hereto, provided that ACDL and/or its Subsidiaries may incur additional Debt after the date hereof pursuant to Section 3.1(j).

Section 2.2 Indemnity in Favour of Pinnacle

Subject to the provisions of this Agreement, ACDL hereby agrees to defend, indemnify and hold Pinnacle and its respective Affiliates and their respective general and limited partners, directors, officers and employees, as applicable, harmless from and against any claims, demands, actions, causes of action, damages, losses, costs, liabilities and expenses which may be made or brought against such Person as a result of any breach by ACDL of any representation, warranty or covenant of ACDL in this Agreement including all reasonable legal costs incidental to or in respect of the foregoing, subject to Applicable Law regarding limitations of actions. For greater certainty, the parties acknowledge that while the representations and warranties are made as of the date of this Agreement and as of Closing, they survive the Closing for the purposes of the obligations provided for in this Section 2.2.

Section 2.3 Representations, Warranties and Acknowledgements of Pinnacle

By executing this Agreement, Pinnacle represents and warrants to, or where applicable, covenants and agrees with ACDL as follows, and acknowledges that ACDL is relying upon the accuracy of such representations and warranties in connection with the sale of the Purchased Shares to Pinnacle:

(a)

Pinnacle confirms that Pinnacle is aware of the characteristics of the Purchased Shares and the risks relating to an investment therein;

(b)

The purchase of the Purchased Shares is in compliance with the applicable securities laws governing the operations and legal affairs of Pinnacle;

(c)

Without derogating from Pinnacle’s right to rely upon the specific representations and warranties provided pursuant to this Agreement, Pinnacle acknowledges and agrees that:

	(i)		the Purchased Shares have not been and will not be registered under the U.S. Securities Act, or under the securities laws of any state of the United States, and, subject to certain exemptions, may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. Person or any person in the United States;
	(ii)		the Purchased Shares are being offered and sold to Pinnacle in reliance upon the exemption from such registration requirements provided by Rule 506 of Regulation D and/or Section 4(2) under the U.S. Securities Act and similar exemptions from state securities laws;
	(iii)		subject to certain exceptions provided under the U.S. Securities Act, the Purchased Shares may not be offered, sold or otherwise transferred in the United States, or to, by or for the account or benefit of a U.S. Person or a person in the United States, unless the Purchased Shares are registered under the U.S. Securities Act and applicable state securities laws, or unless an exemption from such registration requirements is available, and as a consequence, Pinnacle may be required to bear the economic risks of the investment in the Purchased Shares for an indefinite period of time;
	(iv)		if Pinnacle decides to offer, sell, pledge or otherwise transfer any of the Purchased Shares, it will not offer, sell, pledge or otherwise transfer any of such securities, directly or indirectly, unless:

	A)		the sale is to ACDL;
	B)		the sale is made outside the United States in an “offshore transaction” meeting the requirements of Rule 904 of Regulation S, if applicable, and in compliance with applicable local laws and regulations;
	C)		the sale is made pursuant to the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in accordance with any applicable state securities or “blue sky” laws; or
	D)		the securities are sold in a transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities.

	(v)		the certificates representing the Purchased Shares, as well as all certificates issued in exchange for or in substitution of the foregoing, until such time as is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws, will bear, on the face of such certificate, the following legend:
			“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
	(vi)		there may be material tax consequences to Pinnacle of an acquisition or disposition of the Purchased Shares, and ACDL gives no opinion and makes no representation with respect to the tax consequences to Pinnacle under United States, state, local or foreign tax law of the Pinnacle’s acquisition or disposition of such securities; in particular, no determination has been made whether ACDL will be a “passive foreign investment company” (commonly known as a “PFIC”) within the meaning of Section 1297 of the United States Internal Revenue Code;
	(vii)		ADCL may make a notation on its records or give instructions to any transfer agent of ADCL in order to implement the restrictions on transfer set forth and described in this Section 2.3(c); and

(viii)

ADCL has no obligation or present intention of filing with the United States Securities and Exchange Commission or with any state securities administrator any registration statement in respect of resales of the Purchased Shares in the United States;

(d)

Pinnacle has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Purchased Shares and it is able to bear the economic risk of loss of its entire investment;

(e)

Pinnacle is acquiring the Purchased Shares for its own account, for investment purposes only and not with a view to any resale, distribution or other disposition of the Purchased Shares in violation of the United States securities laws;

(f)		Pinnacle is not purchasing the Purchased Shares as a result of any form of general solicitation or general advertising (as those terms are used in Regulation D), including advertisements, articles, press releases, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television or the Internet, or other form of telecommunications, including electronic display, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and
(g)		Pinnacle is an “accredited investor” as defined in Rule 501(a) of Regulation D.

Section 2.4 Indemnity in Favour of ACDL

Pinnacle hereby agrees to defend, indemnify and hold ACDL and its Affiliates and their respective general and limited partners, directors, officers and employees, as applicable, harmless from and against any claims, demands, actions, causes of action, damages, losses, costs, liabilities and expenses which may be made or brought against such Person as a result of any breach by Pinnacle of any representation, warranty or covenant of Pinnacle in this Agreement, including all reasonable legal costs incidental to or in respect of the foregoing, subject to Applicable Law regarding limitations of actions.

Section 2.5 Survival of Representations and Warranties by ACDL

The representations and warranties made by ACDL in this Agreement, or contained in any document or certificate given in order to carry out the transaction contemplated herein, will survive the closing of the purchase of the Purchased Shares provided for herein and shall continue in full force and effect for the benefit of Pinnacle.

Section 2.6 Survival of Representations and Warranties by Pinnacle

The representations and warranties made by Pinnacle in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated herein will survive the closing of the purchase of the Purchased Shares provided for herein and shall continue in full force and effect for the benefit of ACDL.

ARTICLE 3
COVENANTS OF ACDL

Section 3.1 Conduct of Business Prior to Closing.

At or before the Closing, ACDL will cause all necessary steps and corporate proceedings to be taken in order to permit the Purchased Shares to be issued to Pinnacle as fully paid and non-assessable shares in the capital of ACDL and to be duly recorded on the share registers and corporate records of ACDL as shares issued to and in favour of Pinnacle. At the Closing Time, a share certificate representing the Purchased Shares shall be delivered to Pinnacle without cost. From the date hereof until the earlier of Closing and the termination of this Agreement in accordance with its terms, except as otherwise provided in this Agreement, the Transaction Agreements, the Share Purchase and Option Agreement, the Supplemental Loan Agreement, or consented to in writing by Pinnacle (which consent shall not be unreasonably withheld or delayed), ACDL (which for purposes of this Section 3.1 shall include ACDL and its Subsidiaries) shall (w) conduct its business in the ordinary course of business consistent with past practice; (x) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of ACDL and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with ACDL and (y) comply with the covenants set forth in Section 3.2 of this Agreement. Without limiting the foregoing, from the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with its terms, ACDL shall not, without first obtaining the written consent of Pinnacle (which consent shall not be unreasonably withheld or delayed), take any of the following actions:

(a)

enter into any transaction or arrangement to effect a merger, amalgamation, consolidation, disposal of all or substantially all of ACDL’s assets, restructuring, reorganization or similar corporate transaction or arrangement involving ACDL or any of its Securities;

(b)		dissolve, liquidate, voluntarily commence bankruptcy proceedings or wind up the operations of ACDL; provided that Asian Coast Development Inc. (Barbados) and Asian Coast Development Inc. (Bahamas) may be wound down, dissolved or otherwise liquidated as represented in Section 2.1(e) hereof;
(c)		establish or discontinue any significant line of business;

(d)

change the legal form or jurisdiction of incorporation of ACDL or amend, alter or repeal (including by means of a merger, consolidation or otherwise) any provision of the Articles of Incorporation of ACDL (including, without limitation, the Notice of Articles) or Bylaws of ACDL;

(e)

declare, set aside or pay any dividend or other distribution (whether in cash, stock or property) in respect of ACDL’s capital stock, or pay or otherwise distribute any cash or property to any of its security holders in their capacity as such, other than stock dividends in respect of Special Shares III and Special Shares Series IV as required by the terms thereof;

(f)

issue or sell any capital stock of any class or series or any other securities of ACDL (other than security issuances resulting from the exercise of options or warrants outstanding as of the date hereof), or issue or grant any warrants, rights or options, or securities that are exchangeable for, or convertible into, shares of the ACDL’s capital stock, except as permitted under Section 3.1(e) hereof;

(g)

split, combine, reclassify or redeem or modify any of the rights, preferences, restrictions or conditions of any shares of capital stock of ACDL, effect a recapitalization or similar event or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of capital stock of ACDL, or accelerate the vesting of any options, restricted stock, stock appreciation rights or similar rights other than as currently contemplated by any current ACDL option or ACDL plan;

(h)

redeem, repurchase or otherwise acquire or offer to acquire any outstanding warrants, rights, or options to acquire shares of capital stock of the ACDL;

(i)

amend or modify the Existing Shareholders Agreement, other than to terminate it in its entirety;

(j)

incur or modify any Debt other than (A) loans by the Harbinger Lending Parties to ACDL in an aggregate amount not to exceed US$1,000,000 in any thirty (30) day period, (B) the BIDV Working Capital Facility; or (C) any increases in the term loan under the BIDV Credit Agreement;

(k)

make any loans or advances to any other third Person (including any advance of salary to employees), make any investments in or capital contributions to any third Person or forgive or discharge in whole or in part any outstanding loans or advances, or modify any of the foregoing, except for advances to employees for travel and business expenses or in connection with intra company loans or advances made in the ordinary course of business and consistent with past practice;

(l)

place or allow the creation of any Liens on any of the assets or properties of ACDL, except for Permitted Encumbrances and encumbrances pursuant to the BIDV Credit Agreement, the HSBC Charge and the BIDV Working Capital Facility;

(m)

enter into, assume, amend or modify any Material Contracts outside of the ordinary course of business, including but not limited to any agreement, arrangement or understanding with any other party with respect to the ownership, management or the development of any portion of the Ho Tram Project, except for agreements with respect to construction of Phase A-1 or agreements that are otherwise permitted to be entered into by this Section 3.1;

(n)

enter into, assume, amend or modify any agreements, understandings or transactions between ACDL and any of its Affiliates, officers, directors, consultants or key employees or any Affiliate thereof except for payments in connection with the termination of the consulting agreements with certain of the Principal Shareholders (as defined in the Existing Shareholders Agreement) in an amount not to exceed US$1,500,000;

(o)

enter into, assume or modify any material joint venture or partnership agreement, limited liability company agreement or other agreement involving the sharing of profits or losses by ACDL with any other Person;

(p)

increase the Construction Budget of Phase A-1 by an amount in excess of three percent (3%) of the total amount of such Construction Budget as of the date hereof;

(q)

materially reduce (A) any element or amenity of the Scope (including, without limitation, any of those elements or amenities identified in clauses (i) — (xi) of the definition of Scope) of Phase A-1, or (B) the Standard of any Scope element or amenity of Phase A-1;

(r)

make, or commit to make after the date of this Agreement, any individual or a series of related capital expenditures in excess of US$1,000,000 in the aggregate except for capital expenditures made in accordance with the approved Construction Budget for Phase A-1;

(s)

sell, dispose of, transfer, lease, sell and lease back or license any property, tangible asset or interest therein of ACDL, except in the ordinary course of business consistent with past practice;

(t)

make any acquisition, disposition of assets in any single transaction or series of related transactions, other than in the ordinary course of business in accordance with the Construction Budget for Phase A-1, for consideration in excess of (A) US$1,000,000, or (B) US$5,000,000 in the aggregate;

(u)		settle, compromise, discharge or agree to settle any litigation, investigation, arbitration or proceeding in an amount in excess of $500,000 or agree to any settlement providing injunctive relief or other equitable remedy that is not in its favour; or
(v)		agree or commit to do any of the foregoing.

Section 3.2 Post-Closing Covenants of ACDL

ACDL covenants and agrees with Pinnacle that, from and after the date hereof (including following the Closing) and prior to the termination of this Agreement in accordance with its terms:

(a)

ACDL will comply (and will cause any Subsidiary to comply) with the requirements of all Applicable Laws (including Environmental Laws), rules, regulations and decrees, directives and orders of any Governmental Entity that are applicable to it or to any of its properties or the properties of its Subsidiaries, except where noncompliance could not reasonably be expected to have a Material Adverse Effect;

(b)

use its best efforts comply with the Investment Certificate and where it is unable to do so to make reasonable efforts to have the Investment Certificate amended, except where noncompliance could not reasonably be expected to have a Material Adverse Effect;

(c)		comply with the Lease, except where noncompliance could not reasonably be expected to have a Material Adverse Effect;
(d)		ACDL shall use the proceeds from the Aggregate Subscription Amount as follows:

	(i)		an amount equal to US$75 million shall be contributed to HTPCL as a contribution to HTPCL’s charter capital for the purposes of funding the construction of Phase A-1;
	(ii)		an amount equal to total principal and interest owing to Blue Line ACDL, Inc. pursuant to the Blue Line Loan Agreement shall be paid to Blue Line ACDL, Inc. forthwith following the Closing in full satisfaction of all obligations under the Blue Line Loan Agreement;
	(iii)		an amount equal to all Debt advanced pursuant to subpart (A) of Section 3.1(j) and all interest thereon shall be repaid to the relevant lender or lenders forthwith following the Closing; and
	(iv)		the balance shall be retained by ACDL for its overhead and working capital purposes.

(e)

ACDL will promptly give notice to Pinnacle upon becoming aware of (i) any violation of any Environmental Law, (ii) any claim, inquiry, proceeding, investigation or other action, including a request for information or a notice of potential liability under any Environmental Law, by or from any Governmental Entity or any third party claimant, or (iii) the discovery of the release of any hazardous material at, on, under or from any of its real or leasehold properties or any facility or equipment thereat in excess of reportable or allowable standards or levels under any Environmental Law, in each case with respect to the properties and operations of ACDL and/or its Subsidiaries, and in each case that could reasonably be expected to have a Material Adverse Effect;

(f)

Except where failure to comply with this Section 3.2(f) could not reasonably be expected to have a Material Adverse Effect, ACDL will keep its and its Subsidiaries’ insurable properties adequately insured at all times by financially sound and reputable insurers; maintain such other insurance, to such extent and against such risks, including fire and other risks insured against by extended coverage, as is usually maintained in the same general area by companies engaged in the same or similar businesses, including public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by it or the use of any products sold by it; and maintain such other insurance as may be required by Applicable Law;

(g)

From and after the Closing, ACDL will cause all necessary steps and corporate proceedings to be taken in order to permit the Top-Up Issuance to be issued to Pinnacle pursuant to Section 3.6 as fully paid and non-assessable shares in the capital of ACDL and to be duly recorded on the share registers and corporate records of ACDL as shares issued to and in favour of Pinnacle. At the time of the Top-Up Issuance, a share certificate representing the Purchased Shares shall be delivered to Pinnacle without cost;

(h)

ACDL will keep the Policy in full force and effect and will use reasonable commercial efforts to ensure that the Policy is complied with by ACDL and its Subsidiaries on an ongoing basis;

(i)

ACDL and each of its Subsidiaries will (A) fully comply at all times with the U.S. Foreign Corrupt Practices Act, as amended, and the Canadian Corruption of Foreign Public Officials Act, and (B) comply in all material respects with all other applicable domestic and foreign anti-bribery or anti-corruption laws and other Applicable Laws that prohibit payments to improperly influence foreign or domestic government officials (collectively, the “Anti-Corruption Laws”);

(j)

ACDL and each of its Subsidiaries will fully comply at all times with (A) all applicable U.S. and foreign government laws and regulations concerning the exportation of any products, technology, technical data or services, including those administered by, without limitation, the U.S. Department of Commerce, the U.S. Department of State, and the U.S. Department of the Treasury, and (B) U.S. and international economic and trade sanctions and antiboycotting laws and regulations, including, but not limited to, those administered by the Office of Foreign Assets Control (“OFAC”), the Internal Revenue Service and other agencies within the U.S. Department of the Treasury (collectively, the “Export Control and Economic Sanction Laws”);

(k)

ACDL and each of its Subsidiaries will fully comply at all times with all applicable anti-money laundering legal and regulatory requirements to prevent and detect money laundering under U.S. or applicable foreign laws (collectively, “Anti-Money Laundering Laws”). ACDL and its Subsidiaries shall develop, implement, and maintain anti-money laundering compliance programs that are risk-based and reasonably designed to comply with applicable Anti-Money Laundering Laws and to prevent and detect money laundering (“AML Programs”). The AML Programs shall include a person or persons with responsibility for overseeing the AML Program; procedures for identifying, verifying the identity of, and conducting due diligence of customers on a risk basis and at certain monetary thresholds; reasonable procedures and processes for identifying and, where required or permitted by applicable laws and regulations, reporting to competent government authorities suspicious activity; training for all appropriate personnel; and independent testing to assess compliance with and the effectiveness of the AML Programs;

(l)

Neither ACDL nor any of its Subsidiaries will, and ACDL and each of its Subsidiaries shall ensure that no director, officer, employee or agent, or distributor, consultant or Affiliate over which ACDL exercises control, or other person acting on behalf of ACDL or its Subsidiaries will, take any action, either directly or indirectly, that would reasonably be expected to result in a violation of the Anti-Corruption Laws, the Export Control and Economic Sanctions Laws or the Anti-Money Laundering Laws, including but not limited to:

	(i)		as applicable, making, offering, promising or authorizing any payment, contribution, gift, entertainment, bribe, rebate, kickback, or any other thing of value, regardless of form or amount, to any (1) foreign or domestic government official or employee; (2) employee of a foreign or domestic government-owned or controlled entity; (3) foreign or domestic political party, political official, or candidate for political office; or (4) any officer or employee of a public international organization, to obtain a competitive advantage, or to receive favorable treatment in obtaining or retaining business;
	(ii)		engaging in any sales, exports, reexports, imports, transactions, or other activities in, relating to, or involving, directly or indirectly, countries subject to U.S. economic sanctions, or that otherwise would be prohibited if performed by U.S. persons or entities; or
	(iii)		engaging in any transaction, investment, undertaking, or activity in violation of the criminal provisions against money laundering under U.S. or applicable foreign law.

(m)

ACDL shall report to Pinnacle any (A) commissions, fees, or political contributions made by ACDL or any of its Subsidiaries, or a director, officer, employee, agent, distributor, consultant, affiliate, or other person acting on behalf of ACDL or its Subsidiaries; or (B) any corruption-related concerns or incidents relating to ACDL or its Subsidiaries, including but not limited to requests for any thing of value from a government official or employee, or any political party or candidate for political office, and offers or promises of any thing of value to a government official or employee, or any political party or candidate for political office by a director, officer, employee, agent, distributor, consultant, affiliate, or other person acting on behalf of ACDL or its Subsidiaries. Any such report shall be made promptly in writing and will detail the concern or incident, including by providing the nature, location, and employees or agents involved in the incident, as well as any remedial measures taken;

(n)

Notwithstanding anything to the contrary herein (including the restrictions applicable to Pinnacle in Section 2.3 of the Shareholders Agreement), for the purpose of confirming compliance with the covenants set forth Sections 3.2(h) through 3.2(m), ACDL and its Subsidiaries shall permit Pinnacle and each of its duly authorized representatives or agents to inspect any of its assets or Books and Records, visit any of its properties, to conduct appraisals and valuations, to examine and make copies of its Books and Records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers and employees at such reasonable times and intervals as ACDL may designate with reasonable prior notice to ACDL and its Subsidiaries. ACDL shall provide Pinnacle with all information reasonably requested by it to enable it to satisfy its tax reporting obligations arising out of the transactions contemplated hereby;

(o)

ACDL and its Subsidiaries shall comply with the requirements of all Gaming Laws, and the rules, regulations and decrees, directives and orders of any Gaming Authority that are applicable to ACDL or its Subsidiaries.

Section 3.3 Exclusivity.

In consideration of the time, effort and expenses to be undertaken by Pinnacle in connection with the pursuit of the transactions contemplated hereby, and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, ACDL hereby agrees that, from the date hereof through and including the earlier of the Closing Date or the date of the termination of this Agreement in accordance with its terms, ACDL shall not, and shall not authorize or permit any of its directors, officers, employees, consultants, agents, Affiliates or representatives to, directly or indirectly, solicit, initiate or take any action to facilitate, enter into any agreement, letter of intent, term sheet, arrangement or understanding or participate in discussions or negotiations with respect to (i) any investment in ACDL or its Subsidiaries, (ii) any financing arrangement with respect to ACDL and its Subsidiaries, (iii) the management of any proposed project of ACDL or its Subsidiaries other than the golf course and related residential units to be developed on the Ho Tram Project, (iv) any transaction in which any third party or group seeks to acquire beneficial ownership, or otherwise acquire, directly or indirectly, of any equity securities, or any material assets of ACDL or its Subsidiaries, (v) any tender offer or exchange offer (or other offer to purchase or acquire) that if consummated would result in any person beneficially owning any equity securities of ACDL or its Subsidiaries, (vi) any merger, consolidation, amalgamation, business combination, recapitalization, liquidation, dissolution or similar transaction involving ACDL or any of its Subsidiaries, in each case of the foregoing clauses (i) through (vi), other than the transactions contemplated by this Agreement, the Supplemental Loan Agreement and the Share Purchase and Option Agreement, and solely with the parties thereto and only in respect of the subject matters covered thereby, or (vii) any of the matters addressed in the Transaction Agreements; provided, however, that ACDL may engage in negotiations or discussions regarding investments or financing arrangements by the Harbinger Lending Parties and their Affiliates, lenders under the BIDV Credit Agreement (but only with respect to lending thereunder), and any prospective lenders but only with respect to (i) increases in the term loan under the BIDV Credit Agreement and (ii) provision of the BIDV Working Capital Facility. ACDL shall advise Pinnacle orally and in writing, promptly (but in no event later than 24 hours) after receipt thereof, of (A) any proposal for a transaction described in this Section 3.3 and not expressly permitted by Section 3.3 received by any officer, director, financial advisor, accountant, attorney, representative, agent or other advisor of ACDL and (B) the material terms of such proposal (including the identity of the Person making such proposal).

Section 3.4 Access to Information.

Upon reasonable notice, ACDL shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, accountants and other authorized representatives of Pinnacle, in order to evaluate the transactions contemplated by the Transaction Agreements, reasonable access, during normal business hours and upon reasonable advance notice throughout the period prior to the Closing Date, to its officers, employees, accountants, consultants, representatives, plants, properties, contracts, commitments, Books and Records and, during such period, shall (and shall cause each of its Subsidiaries to) furnish or make available reasonably promptly to such persons all information concerning its business, properties and personnel as may reasonably be requested (including financial and operating data).

Section 3.5 Efforts.

The parties hereto shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to cause the conditions precedent to Closing to be satisfied and the Closing to occur.

Section 3.6 Top-Up Issuance By ACDL

(a)

ACDL acknowledges that the consideration to be paid by Pinnacle for the Purchased Shares being acquired on the Closing Date entitles Pinnacle to purchase Common Shares representing twenty-six percent (26%) (after giving effect to such purchase) of the Common Share capital of ACDL outstanding as of the Closing Date on a Fully Diluted Basis and purchase Series V Special Shares representing twenty-six percent (26%) (after giving effect to such purchase) of the Series V Special Shares outstanding as of the Closing Date. ACDL also acknowledges that, as part of the consideration paid by Pinnacle for the Purchased Shares, Pinnacle has bargained for and has a reasonable expectation that it is entitled to preserve its ownership percentage of the Common Shares outstanding on a Fully Diluted Basis notwithstanding any potential claims, assertions or alleged violations in respect of contractual obligations or law (whether made as a claim in contract or otherwise) by any person who is or was a securityholder of ACDL on or before the Closing Date (or a person claiming to be a securityholder of ACDL on or before the Closing Date) in respect of, related to, or involving acts or omissions occurring through the Closing Date, including through the time of the issuance of the Purchased Shares, and whether asserted by such securityholder or person or by its Affiliates, successors or assigns (any such claim, assertion or alleged violation, an “Equity Related Claim”). ACDL acknowledges that Pinnacle would not proceed with the investment and purchase the Purchased Shares if not for the provisions of this Section 3.6.

(b)

In the event that any judgment, order, settlement, ruling or determination or action by ACDL arising out of or related to an Equity Related Claim (1) requires or results in the issuance or transfer of any equity securities in the capital of ACDL or any Affiliate of ACDL or (2) requires or results in the adjustment of any equity instrument or other right to acquire equity in ACDL or any Affiliate of ACDL (each an “Additional Equity Event” and collectively, the “Additional Equity Events”), ACDL shall grant and issue to Pinnacle for aggregate consideration of $100 such additional number of newly issued, fully paid, non-assessable Common Shares of ACDL equal to the lowest number of Common Shares of ACDL that, when added to the number of Common Shares owned by Pinnacle and its Entity Affiliates on a Fully Diluted Basis at the time of such issuance, would result in Pinnacle and its Entity Affiliates owning, on a Fully Diluted Basis, a percentage of the outstanding Common Shares (after giving effect to such issuance) on a Fully Diluted Basis equal to the percentage of the outstanding Common Shares on a Fully Diluted Basis owned by Pinnacle and its Entity Affiliates on a Fully Diluted Basis immediately prior to the Additional Equity Event (the “Target Percentage”), after giving pro-forma effect to any issuance of shares to any other securityholder in a top-up issuance similar to the issuance provided for in this Section 3.6 and any other issuance or any anti-dilution adjustment, zero consideration adjustment or other similar equity adjustments or issuance rights in any Securities or instruments owned, or pursuant to similar rights (contractual or otherwise) held or possessed, by other holders of Equity Securities (including, without limitation, in warrants (including Backstop Warrants and Warrants) held by Harbinger and its Entity Affiliates) in respect of or related to such Additional Equity Event or any equity issuances or adjustments it may give rise to, with the goal that, after giving effect to such issuance to Pinnacle and its Entity Affiliates contemplated under this Section 3.6, Pinnacle and its Entity Affiliates would own a number of Common Shares equal to the Pinnacle Target Percentage (such grant and issuance, the “Top-Up Issuance”).

(c)

In the event an Additional Equity Event occurs at a time when the Backstop Warrants are not fully exercisable, then the Top-Up Issuance resulting from such Additional Equity Event shall first be determined without regard to any zero consideration adjustment or other similar equity adjustments or issuance rights attributable to the unexercisable portion of the Backstop Warrants, and the term Fully Diluted Basis with respect to the Backstop Warrants shall only include the portion of the Backstop Warrants to the extent then-exercisable. In the event that an additional portion of the Backstop Warrants subsequently become exercisable, then the Top-Up Issuance resulting from such Additional Equity Event shall be recalculated in full by taking into account any zero consideration adjustment or other similar adjustments or issuance rights attributable to such newly exercisable portion of the Backstop Warrants as of the original Top-Up Issuance determination date. For purposes of such recalculation, the term Fully Diluted Basis shall include the additional Common Shares underlying the entire portion of the Backstop Warrants which are exercisable. Promptly following such recalculation, ACDL shall issue to Pinnacle and its Entity Affiliates such additional Common Shares as are determined in such recalculation.

(d)		The provisions of this Section 3.6 shall be applicable, and a Top-Up Issuance shall be made, upon each and every occurrence of an Additional Equity Event.
(e)		The provisions of this Section 3.6 shall only become effective upon the Closing.

Section 3.7 Equity Related Claims Indemnity

(a)		Indemnity. From and after the date hereof, ACDL agrees to indemnify, defend and hold harmless Pinnacle, each of its Affiliates, each of their respective direct or indirect parent entities, officers, members, partners, directors, employees, managers, advisors, agents and representatives, and each of the heirs, executors, successors and assigns of any of the foregoing (each individually, an “Indemnified Party” and, collectively, the “Indemnified Parties”), against any losses, claims, damages, diminution in value (including, without limitation, reduction of value of the Indemnified Parties’ Equity Securities whether through dilution of ownership percentage, limitation of material rights, forfeiture of securities or otherwise), liabilities and expenses whenever arising or incurred (including, without limitation, dilution of ownership percentage, amounts paid in settlement, costs of investigation and attorneys’ and experts’ fees, costs and expenses), whether or not involving a third party claim or counterclaim against an Indemnified Party (hereinafter “Losses” or a “Loss”), arising out of, in respect of, or resulting from an Equity Related Claim, including as a result of being joined as a party to any proceeding existing on the date hereof.
(b)		Procedures Relating to Indemnification.

(i)

Direct Claims.

	(A)		Pinnacle Notice of Claim. In the event that an Indemnified Party has a claim for indemnification with respect to any Loss which is subject to indemnification hereunder (a “Direct Claim”), the Indemnified Party shall provide written notice to ACDL of such Direct Claim (a “Notice of Direct Claim”); provided, however, that the failure of an Indemnified Party to provide such Notice of Direct Claim with reasonable promptness shall not adversely affect any indemnification obligations hereunder, except and only to the extent that ACDL is actually and materially prejudiced thereby (as determined by a court of competent jurisdiction).
	(B)		Loss Suffered by an Indemnified Party is Indemnifiable as a Direct Claim in Advance of Final Disposition or Action to Recover such Loss. It is acknowledged by the parties hereto that a Direct Claim shall be deemed to include any action of any court of competent jurisdiction that results in a Loss to an Indemnified Party in advance of a final disposition of the matter or notwithstanding the existence of an opportunity to recover such Loss.

(ii)

Third Party Claims Against an Indemnified Party.

	(A)		Notice of Pinnacle Asserted Liability. With respect to Equity Related Claims brought by a third party against an Indemnified Party, all claims for indemnification by any Indemnified Party under this Agreement shall be asserted and resolved as follows: promptly after receipt by a Indemnified Party of notice of any demand, claim or circumstances, which, with or without the lapse of time, are reasonably expected to give rise to a claim or the commencement (or the threatened commencement) of any action, proceeding or investigation (an “Asserted Liability”), that may result in Losses which are subject to indemnification hereunder, the Indemnified Party shall give written notice thereof (the “Notice of Third Party Claim”) to ACDL describing the Asserted Liability as then known. The failure of an Indemnified Party to provide a Notice of Third Party Claim with reasonable promptness shall not affect any indemnification obligations hereunder, except to the extent that ACDL is actually and materially prejudiced thereby (as determined by a court of competent jurisdiction).
	(B)		Opportunity to Defend.

(i)

Except as provided in the last sentence of this subpart (B), ACDL may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, that counsel for ACDL shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed). If ACDL elects to compromise or defend such Asserted Liability, it shall, within 10 days (or sooner, if the nature of the Asserted Liability so requires), notify the Indemnified Party of its intent to do so, and the Indemnified Party shall reasonably cooperate, at the expense of ACDL, in the compromise of, or defense against, such Asserted Liability. If ACDL elects not to compromise or defend the Asserted Liability or fails to notify the Indemnified Party of its election as herein provided, such Indemnified Party may pay, compromise or defend such Asserted Liability (at ACDL’s sole cost and expense). Notwithstanding the foregoing, neither ACDL nor the Indemnified Party may settle or compromise any claim over the objection of the other; provided, however, that if the claim is for money damages only, ACDL can settle or compromise any such claim solely for money damages without the consent of the Indemnified Party provided it pays or otherwise satisfies the money damages in full. No settlement or compromise may be entered into by ACDL without an unconditional and full release of the Indemnified Parties reasonably acceptable to their counsel. If ACDL elects to defend any claim, the Indemnified Party shall make available to ACDL such non-privileged books, records or other documents within its control that are necessary or appropriate for such defense (in the judgment of counsel engaged by ACDL).

(ii)

The Indemnified Parties have the right to employ their own counsel in any compromise of, or defense against, any Asserted Liability, or in connection with an Indemnified Party’s provision of reasonable cooperation and assistance to ACDL or ACDL’s counsel as provided above, but the fees, expenses and other charges of such counsel employed by such Indemnified Party will be at the expense of such Indemnified Party unless (a) the employment of counsel by such Indemnified Party has been authorized in writing by ACDL, (b) ACDL has not in fact employed counsel to compromise or defend against the Asserted Liability within the period provided in Section 3.7(b)(ii)(B)(1) hereof, (c) in such Indemnified Party’s good faith judgment, it is advisable, based on advice of counsel, for such Indemnified Party to be represented by separate counsel because a conflict or potential conflict exists between ACDL and such Indemnified Party or between any other securityholder and such Indemnified Party, or (d) the named parties to such Equity Related Claim include both ACDL and/or another securityholder of ACDL and such Indemnified Party determines in good faith, based on advice of counsel, that defenses are available to it that are unavailable to ACDL or such other securityholder. It is understood that ACDL shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm (plus, if required, one separate firm admitted to practice in a local jurisdiction) at any one time retained by an Indemnified Party unless the employment of more than one counsel has been authorized in writing by ACDL.

(c)

Expenses. The right to indemnification of Losses conferred by this Section 3.7 hereof shall include the right to have ACDL pay the Indemnified Party’s expenses in any action, proceeding or investigation as such expenses are suffered or incurred and in advance of the final disposition of such action, proceeding or investigation. Expenses (including, but not limited to, attorneys’ fees and disbursements) incurred by the Indemnified Parties in connection with a request for indemnification under, seeking enforcement of or to recover damages for breach of this Section 3.7 shall be borne and advanced by ACDL.

(d)

Remedy not Exclusive. The indemnification remedies and other remedies provided in this Section 3.7 shall not be deemed to be exclusive. Accordingly, the exercise of any rights or remedies under this Section 3.7 against ACDL shall not be deemed to be an election of remedies and shall not be deemed to prejudice, or to constitute or operate as a waiver of, any other right or remedy that may otherwise be available, whether under this Agreement, at law or in equity.

(e)

Survival. The indemnification provided under this Section 3.7 shall continue so long as an Indemnified Party shall be subject to any possible Loss which may be suffered by reason of an Equity Related Claim.

(f)

No Limitation of Rights Under Agreements. This Section 3.7 is not intended to, and nothing in this Section 3.7 shall constitute or be deemed to, constitute (i) a limitation or modification, in any manner, of any of the respective rights, remedies or obligations of Pinnacle under this Agreement (or any document executed in connection therewith or pursuant thereto), or (ii) any release or waiver by Pinnacle of any of its rights, at law, in equity or under this Agreement, with respect to any breach by ACDL of any of its representations, warranties, covenants or other obligations hereunder due to any matters described or referred to in Section 3.6 or this Section 3.7 or the facts or circumstances giving rise thereto or ACDL’s knowledge thereof.

(g)

Interest. All sums payable by ACDL under this Section 3.7, if not paid as and when due, shall accrue interest at the lesser of (a) seven and a half percent (7.5%) per annum, and (b) the highest rate of interest permitted to be charged by law with respect to such unpaid sums.

(h)

Assignment of Rights. Notwithstanding anything to the contrary in this Agreement, the Indemnified Parties may assign their rights under this Section 3.7, in whole or in part, to any party to whom they are permitted to transfer Securities pursuant to the Shareholders Agreement.

(i)

Effectiveness. The provisions of this Section 3.7 shall only become effective upon the Closing.

ARTICLE 4
CLOSING

Section 4.1 Conditions to the Obligations of Pinnacle

The obligation of Pinnacle to complete the Closing is subject to the following conditions, any and all of which may be waived by Pinnacle, in whole or in part:

(a)

Representations and Warranties. Each of the representations and warranties of ACDL contained in this Agreement and any Transaction Agreement shall be true and correct in all respects as the date of this Agreement, and shall be true and correct in all material respects as of the Closing as though made on and as of each such date, except for any representation or warranty that is expressly made as of any other date which shall be true and correct as of such date, and Pinnacle shall have determined in its sole discretion that no Disclosure Updates have rendered any representation or warranty not to be true and correct in all material respects on and as of the Closing;

(b)

Agreement and Covenants. ACDL shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and any other Transaction Agreement to be performed or complied with by it on or prior to the Closing. Unless Pinnacle receives written notice to the contrary at the Closing, Pinnacle shall be entitled to assume that the preceding is accurate in all respects at the Closing;

(c)

No Order. No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, circular, guidance or other order (whether proposed, temporary, preliminary or permanent) which is in effect or upon coming into effect would or could reasonably be expected to materially restrict, prevent or prohibit consummation of the Closing or any transaction contemplated by the Transaction Agreements, or would or could reasonably be expected to materially frustrate, interfere, or otherwise preclude performance by any Party under any Transaction Agreement;

(d)

No Material Adverse Change. As at the Closing, there shall have been no Material Adverse Change;

(e)

Good Standing. Pinnacle shall have received a certificate of good standing, dated as of the Closing Date, with respect to the legal existence and good standing of ACDL under the British Columbia Business Corporations Act;

(f)

Corporate Proceedings. The entering into of the Transaction Agreements, the completion of the Closing and the carrying out of each of the transactions set out herein or therein shall, as of the Closing Date, have been duly authorized by all necessary corporate proceedings of ACDL;

(g)

No Injunctions. There shall be no injunction or restraining order issued preventing, and no pending or threatened proceeding against any party hereto for the purpose of enjoining or preventing the Closing or otherwise claiming that any Transaction Agreement or the completion of the transactions contemplated thereby are improper or would give rise to a proceeding under any Applicable Law or under any contract or agreement;

(h)

Certificate. An officer of ACDL shall have delivered a certificate confirming compliance by ACDL with the foregoing conditions, such certificate to be in form and substance satisfactory to Pinnacle, acting reasonably;

(i)

Opinions. Canadian counsel to ACDL shall have delivered an opinion in form acceptable to counsel to Pinnacle, acting reasonably. United States counsel to ACDL shall have delivered opinions in form acceptable to counsel to Pinnacle, acting reasonably which shall include customary opinions with respect to sale and purchase of the Purchased Shares being exempt from the Securities Act of 1933 and that ACDL is not and, after giving effect to the offering of the Purchased Shares, will not be an “investment company” under the Investment Company Act of 1940;

(j)

BIDV Closing Condition. The BIDV Initial Advance Conditions (as defined in the Closing Agreement) shall have been satisfied as contemplated and provided in the Closing Agreement;

(k)

Other Agreements. The following agreements (the “Related Agreements”) shall have been fully executed and delivered by all parties thereto other than Pinnacle and its Affiliates (with Pinnacle to receive sufficient evidence thereof) and shall constitute legal, valid and binding obligations of each of such parties thereto, enforceable against each such party in accordance with their respective terms, and each such party shall have performed their respective obligations to be performed on or before Closing and shall otherwise be in full compliance and not in default of any of its obligations thereunder:

	(i)		Shareholders Agreement;
	(ii)		Backstop Loan Agreement and the security contemplated thereby;
	(iii)		Management Agreement;
	(iv)		BIDV Credit Agreement;
	(v)		Collaboration and Assistance Agreement;
	(vi)		Brand and License Agreement;
	(vii)		Management Rights and Development Agreement;
	(viii)		the Harbinger Subscription Agreements;
	(ix)		Warrant Amending Agreement; and
	(x)		Amendment to the General Security Agreements;

(l)

Waiver of Certain Provisions; Consents; and Required Action. ACDL shall have received a consent pursuant to, or a waiver of, the provisions of the agreements listed on Schedule “H” hereto and any other agreements or provisions of agreements of the type described in Section 2.1(m)(vi) hereof, and Pinnacle shall have received sufficient evidence of such consent or waiver, and ACDL shall have taken all action required such that the consummation of the transactions contemplated by this Agreement and the Related Agreements shall not violate or result in a breach of the provisions of any agreement to which ACDL or its Subsidiaries are a party or by which they are bound;

(m)

Creation of Series V Special Shares. Articles of Amendment creating and authorizing Series V Special Shares upon the terms and conditions set out in Schedule “I” hereto shall have been approved and filed;

(n)

Conversion of Special Shares; Exchange of Special Shares Series III and Special Shares Series IV. All outstanding Special Shares Series II of ACDL shall have been converted to Common Shares of ACDL, and pursuant to the Harbinger Subscription Agreements, all outstanding Special Shares Series III of ACDL and Special Shares Series IV of ACDL have been exchanged for Series V Special Shares of ACDL;

(o)

Exercise of Harbinger Warrants. All Warrants to purchase common shares held by the Harbinger Parties (other than the Backstop Warrants) shall have been exercised and Harbinger, Credit Distressed Blue Line Master Fund, Ltd. and Global Opportunities Breakaway Ltd. shall be the registered holders of the Common Shares issuable upon such exercise; and

(p)

Certain Waivers. ACDL shall have received a waiver from the applicable Harbinger Parties of the events of default set forth as items 14, 15 and 16 of the Share Subscription Agreement dated as of May 10, 2011 between ACDL and Harbinger, and Pinnacle shall have received sufficient evidence of such waiver.

Section 4.2 Waiver or Termination by Pinnacle

The conditions contained in Section 4.1 hereof are inserted for the exclusive benefit of Pinnacle and may be waived in whole or in part by it at any time. If any of the conditions contained in Section 4.1 hereof are not fulfilled or complied with as herein provided, Pinnacle may, at its option and in its sole discretion and without reference to any indemnity or other protection afforded or proposed to be afforded to it hereunder, terminate this Agreement prior to Closing. If as a result of any Disclosure Update a representation or warranty is rendered incorrect or untrue in any material respect and Pinnacle elects to proceed with the Closing, then any representation or warranty affected by the Disclosure Update shall be deemed to be modified to be consistent with the information disclosed in the Disclosure Update; provided, however, that such representation or warranty will only be deemed to be so modified to the extent that the Disclosure Update relates to circumstances occurring after the date hereof, otherwise it shall not be deemed to be so modified and Pinnacle shall retain any and all rights hereunder with respect to such representation or warranty not being true or correct on the date hereof notwithstanding the Closing. If this Agreement is terminated, it shall become null and void and of no further force or effect, and without liability of any party to the other party, except as follows: (i) provided, that if Pinnacle is not otherwise then in default of any of its obligations hereunder, ACDL shall be responsible for and shall pay all of Pinnacle’s and its Affiliates’ out-of-pocket expenses incurred in connection with the transactions contemplated by this Agreement and the Related Agreements (including, without limitation, expenses for due diligence (including business, market, legal and accounting due diligence), preparation, negotiation and execution of documents, attorneys’ fees and costs, and travel expenses); and (ii) to the extent that any

such termination or failure to close was due to (A) the breach by ACDL of any of its representations or warranties set forth in this Agreement, which breach resulted from the gross negligence of ACDL or its Affiliates, or an intentional misstatement by ACDL or its Affiliates, or (B) the breach by ACDL of any of its covenants or agreements set forth in this Agreement, ACDL shall not be relieved of liability hereunder in respect of any such breach and shall be fully liable to Pinnacle therefor in accordance with the provisions of this Agreement and Applicable Law (not including for these purposes any Constating Documents). The foregoing notwithstanding, ACDL acknowledges that Pinnacle would not have an adequate remedy at law and will be irreparably harmed in the event that any of the provisions of this Agreement were not performed by ACDL in accordance with their specific terms or were otherwise breached by ACDL. Accordingly, Pinnacle shall be entitled to injunctive relief to prevent breaches of this Agreement and to specific performance of the terms and conditions of this Agreement in addition to any other remedy to which Pinnacle may be entitled at law or in equity. ACDL hereby waives any defence to or limitation on such relief, other than compliance with this Agreement, and waives the requirement for the posting of any bond or other security in connection with the obtaining of any injunctive or other equitable relief.

Section 4.3 Conditions to the Obligations of ACDL

The obligation of ACDL to proceed with the Closing is subject to the following conditions any and all of which may be waived by ACDL in whole or in part to the extent permitted by Applicable Law:

(a)

Representations and Warranties. Each of the representations and warranties of Pinnacle contained in this Agreement and any Transaction Agreement shall be true and correct as of the Closing as though made on and as of the Closing;

(b)

No Order. No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction, circular, guidance or other order (whether proposed, temporary, preliminary or permanent) which is in effect or upon coming into effect would or could reasonably be expected to materially restrict, prevent or prohibit consummation of the Closing or any transaction contemplated by the Transaction Agreements, or would or could reasonably be expected to materially frustrate, interfere, or otherwise preclude performance by any Party under ant Transaction Agreement;

(c)

Payment. ACDL shall have received the Aggregate Subscription Amount in immediately available funds; and

(d)

No Injunctions. There shall be no injunction or restraining order issued preventing, and no pending or threatened proceeding against any party hereto for the purpose of enjoining or preventing the Closing or otherwise claiming that any Transaction Agreement or the completion of the transactions contemplated thereby are improper or would give rise to a proceeding under any Applicable Law or under any contract or agreement.

Section 4.4 Waiver or Termination by ACDL

The conditions contained in Section 4.3 hereof are inserted for the exclusive benefit of ACDL and may be waived in whole or in part by it at any time. If any of the conditions contained in Section 4.3 hereof are not fulfilled or complied with as herein provided, ACDL may, at or prior to Closing, at its option and in its sole discretion, terminate this Agreement. If this Agreement is terminated, it shall become null and void and of no further force or effect, and without liability of any party to the other parties; provided, that to the extent that any such termination was due to (A) the breach by Pinnacle of any of its representations or warranties set forth in this Agreement, which breach resulted from (i) the gross negligence of Pinnacle or its Affiliates or (ii) an intentional misstatement by Pinnacle or is Affiliates or (B) the breach by Pinnacle of any of its covenants or agreements set forth in this Agreement, such termination shall not relieve Pinnacle of liability for such breach. The foregoing notwithstanding, Pinnacle acknowledges that ACDL would not have an adequate remedy at law and will be irreparably harmed in the event that any of the provisions of this Agreement were not performed by Pinnacle in accordance with their specific terms or were otherwise breached by Pinnacle. Accordingly, ACDL shall be entitled to injunctive relief to prevent breaches of this Agreement and to specific performance of the terms and conditions of this Agreement in addition to any other remedy to which Pinnacle may be entitled at law or in equity. Pinnacle hereby waives any defence to or limitation on such relief, other than compliance with this Agreement, and waives the requirement for the posting of any bond or other security in connection with the obtaining of any injunctive or other equitable relief.

Section 4.5 Termination

Upon termination of the Closing Agreement, this Agreement shall be deemed terminated, provided, however, that any such termination will not relieve either party of its liability for any breach or other failure to comply with its obligations under this Agreement that occurred prior to such termination.

ARTICLE 5
SALE AND ISSUANCE; DELIVERIES ON CLOSING

Section 5.1 Sale and Issuance of Stock

Subject to the terms and conditions of this Agreement, Pinnacle agrees to purchase at the Closing and ACDL agrees to sell and issue to Pinnacle at the Closing, the Purchased Shares for the Aggregate Subscription Amount.

Section 5.2 Closing; Delivery

The purchase and sale of the Purchased Shares shall take place remotely via the electronic exchange of documents and signatures on the Closing Time, or at such other time and place as ACDL and Pinnacle mutually agree upon, orally or in writing. At the Closing, ACDL shall deliver to Pinnacle certificates representing the Purchased Shares, together with evidence that ACDL is the registered holder of the Purchased Shares on the Books and Records of ACDL against payment of the Aggregate Subscription Amount by wire transfer to ACDL to a bank account designated by ACDL.

ARTICLE 6
GENERAL

Section 6.1 Public Announcements

Each of Pinnacle and ACDL shall consult with the other prior to issuing the initial press release or otherwise making the initial public statement with respect to the transactions contemplated hereby, and shall not issue any such press release or otherwise make any such public statement without the prior consent of the other party. Either party may make such disclosures regarding the other party and its affairs (including, without limitation, financial information) as they deem necessary or appropriate in connection with (i) their reporting or disclosure obligations under United States securities laws, rules and regulations and rules and regulations of stock exchanges and stock markets where such party or its Affiliates’ securities are listed or traded, whether in connection with documents filed with or information supplied to the United States Securities and Exchange Commission, stock exchanges or other stock markets on which its securities may be listed or traded, including, without limitation, earnings releases, (ii) disclosures to Governmental Entities (including, without limitation, Gaming Authorities), and (iii) corporate transactions, including, without limitation, public or private securities transactions, loans and other financing transactions, proxy solicitations and merger and acquisition transactions, including merger and acquisition transactions involving either party or its Affiliates themselves. In addition, either party (or its Entity Affiliates) may make disclosures to third Persons (including, but not limited to, disclosures to security analysts or made during earnings calls) regarding Confidential Information or such other information about the other party and its Subsidiaries so long as the disclosure of any such information is mutually agreed to in writing from time to time by Pinnacle and ACDL. As a result of such pre-approval with respect to such information, neither party shall be required to seek the approval of the other party prior to each subsequent disclosure of such pre-approved information.

Section 6.2 Further Assurances

Each party shall execute and deliver such additional instruments and other documents and shall take such further actions as may be reasonably necessary or appropriate to effectuate, carry out and comply with the terms of the Transaction Agreements and the transactions contemplated thereby. Each of Pinnacle and ACDL shall make, and ACDL shall cause each of its Subsidiaries to make, on a prompt and timely basis, at ACDL’s expense, any governmental or regulatory notifications and filings required to be made by it with or to any Governmental Entity in connection with the reporting of the transactions contemplated hereby.

Section 6.3 Notification of Certain Matters

Prior to the Closing, each party hereto shall give prompt notice to the other party of the occurrence, or non-occurrence, of any event which would be likely to cause any representation or warranty herein to be untrue or inaccurate, or any covenant, condition or agreement herein not to be complied with or satisfied.

Section 6.4 Anti-Corruption Policy Compliance

ACDL has adopted the Anti-Corruption Policy attached hereto as Schedule “E” (the “Policy”) and hereby covenants with Pinnacle to make the Policy known to the directors, officers, managers, employees, subcontractors and agents of ACDL and of each of its Subsidiaries, and to use reasonable commercial efforts to ensure that the Policy is complied with by ACDL and its Subsidiaries on an ongoing basis.

Section 6.5 Notices

All notices, requests, demands, claims, and other communications hereunder shall be in writing and shall be delivered by (i) certified or registered mail (first class postage pre-paid), (ii) guaranteed overnight delivery, or (iii) facsimile transmission or e-mail if such transmission is confirmed by delivery by certified or registered mail (first class postage pre-paid) or guaranteed overnight delivery, to the following addresses and telecopy numbers (or to such other addresses or telecopy numbers which such party shall subsequently designate in writing to the other party):

(a)

if to ACDL to:

Asian Coast Development (Canada) Ltd.
666 Burrard Street — Suite 2348
Vancouver, British Columbia
Canada V6C 2X8
Attention: Chief Executive Officer
Facsimile: (778)  ###-###-####
Email: ***@***

with a copy, not constituting notice, to:

Heenan Blaikie LLP
#2200 — 1055 West Hastings Street
Vancouver, British Columbia
Canada V6E 2E9
Attention: Richard Shrieves
Facsimile: (604)  ###-###-####
Email: ***@***

(b)

if to Pinnacle to:

PNK Development 18, LLC
8918 Spanish Ridge Avenue
Las Vegas, Nevada
U.S.A. 89148
Attention: Corporate Secretary
Facsimile: (702)  ###-###-####

Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given when delivered if delivered by hand, by messenger or by courier, or if sent by facsimile or e-mail, upon confirmation of receipt.

Section 6.6 Entire Agreement

This Agreement (including the appendices and Schedules attached hereto) and other documents delivered at the Closing pursuant hereto, contain the entire understanding of the parties in respect of its subject matter and supersede all prior agreements and understandings between the parties with respect to such subject matter.

Section 6.7 Expenses

The parties shall pay their own fees and expenses incurred in connection with the Transaction Agreements or any transaction contemplated thereby.

Section 6.8 Amendment; Waiver

This Agreement may not be modified, amended, supplemented, cancelled or discharged, except by written instrument executed by both parties. No failure to exercise, and no delay in exercising, any right, power or privilege under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege hereunder preclude the exercise of any other right, power or privilege. No waiver of any breach of any provision shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision, nor shall any waiver be implied from any course of dealing between the parties. No extension of time for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension of the time for performance of any other obligations or any other acts. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or equity, that they may have against each other.

Section 6.9 Assignment

ACDL shall not assign any of its rights or obligations hereunder without the prior written consent of Pinnacle. Until the Closing Date, Pinnacle shall be entitled to transfer and assign its rights and obligations under or in respect of this Agreement or any Transaction Agreement to its Affiliates without restriction and without the consent of ACDL or any other Person, provided that the assignment of its right to enter into the Shareholders Agreement is made to the same assignee.

Section 6.10 Binding Effect

The rights and obligations of this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

Section 6.11 Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. Counterparts may be executed either in original, electronically or faxed form and the parties adopt any signatures received by a receiving fax machine or by pdf transmission as original signatures of the parties; provided, however, that any party providing its signature in such manner shall promptly forward to the other party an original of the signed copy of this Agreement which was so faxed or sent by email.

SCHEDULE “A”

POTENTIAL CLAIMS, POTENTIAL REGULATORY ISSUES AND POTENTIAL
MATERIAL ADVERSE EFFECTS

1.

Fontainebleau Resorts (Vietnam) LLC (“Fontainebleau Vietnam”) and its affiliate, Fontainebleau Resorts LLC (together with Fontainebleau Vietnam, “FBRV”), asserted claims arising under term sheets between ACDL and Fontainebleau Vietnam dated October 3, 2006, as amended and supplemented by an Addendum executed in January of 2007 (collectively, the “Original Term Sheet”) and November 13, 2007 ( as amended, the “Subsequent Term Sheet”). ACDL’s position is that these claims have no merit as neither the Original Term Sheet nor the Subsequent Term Sheet created any binding obligations on the part of ACDL and ACDL never entered into any definitive documents with FBRV. ACDL intends to vigorously defend any action that might be commenced by FBRV.

2.

ACDL is in default of the Investment Certificate issued by the Province of Ba Ria-Vung Tau on July 8, 2009 (the “Investment Certificate”) as a result of ACDL’s failure to contribute adequate capital to the project or begin construction on a timely basis. ACDL is in the process of seeking to amend the Investment Certificate to address such defaults.

3.

On February 16, 2011 Southpaw Credit Opportunity Master Fund LP, Southpaw Asset Management LP, Wilshire Institutional Master Fund SPC-Wilshire Southpaw Opportunity SEG Port, GPC 76, LLC and OLD Westbury Funds Inc. against ACDL (and other Defendants) in the Supreme Court of British Columbia (Action Number S111477). The Petitioners are requesting the following relief:

	(a)		An Order declaring that the affairs of the respondent, Asian Coast Development (Canada) Ltd. (“Asian Coast” or “the Company”), are being and have been conducted, and that the powers of the directors of Asian Coast are being and have been exercised, in a manner oppressive to the shareholders of Asian Coast, including the petitioners;
	(b)		An Order declaring that the following series of transactions:

(i)

A Loan and Forbearance Agreement between Asian Coast and the respondent, Harbinger Capital Investments S.à.r.l., dated October 31, 2009;

(ii)

A Bridge Loan Financing Agreement between Asian Coast and the respondents, Harbinger Capital Investments S.à.r.l., Harbinger Capital Partners Master Fund I Ltd. and Harbinger Capital Partners Special Situations Fund L.P., dated January 29, 2010;

(iii)

A Share Subscription Agreement dated July 13, 2010 whereby Asian Coast issued 588,615 Series III Special Shares to Harbinger Capital Investments S.à.r.l. at a price of $100 per share;

(c)

A Purchase Agreement between Asian Coast and Harbinger Capital Investments S.à.r.l., Harbinger Capital Partners Master Fund I Ltd. and Harbinger Capital Partners Special Situations Fund L.P. dated July 13, 2010 whereby Asian Coast agreed to use approximately $55 million of the proceeds from the Subscription Agreement dated July 13, 2010 to acquire inter alia the indebtedness under the Loan and Forbearance Agreement dated October 31, 2010 and the Bridge Loan Financing Agreement dated January 29, 2010;

(d)

A Loan Agreement between Asian Coast and Harbinger Capital Investments S.à.r.l., Blue Line ACDL, Inc., and Breakaway ACDL, Inc. dated July 27, 2010, part of the consideration being the issuance of warrants to purchase 250 million shares of Asian Coast at $.01 per share exercisable for 20 year (the “Warrants”);

(e)

(collectively, the “Impugned Transaction”) were unfairly prejudicial to or unfairly disregarded the interests of the shareholders of Asian Coast, including the petitioners;

(f)

Interim, interlocutory and permanent orders prohibiting Harbinger Capital Investments S.à.r.l., Blue Line ACDL, Inc., and Breakaway ACDL, Inc. from selling, transferring or otherwise disposing of or dealing with the Warrants except pursuant to further order of this Honourable Court;

	(g)		An order requiring Harbinger Capital Investments S.à.r.l. or one of the other respondents to buy the petitioners’ shares in Asian Coast for their original purchase price (approximately $25 million) or, in the alternative, at a price to be fixed by this Honourable Court;
	(h)		Costs; and
	(i)		Such further and other relief as this Honourable Court may deem just.

ACDL intends to vigorously defend this action.

4.

ACDL entered into an agreement with Prestige (FE) International, a company located in Singapore (“Prestige”), on January 25, 2010 (the “Prestige Agreement”) for the provision of financial advisory services. A dispute arose between ACDL and Prestige as a result of ACDL allowing Prestige to solicit a potential investor who had already been contacted by another of ACDL’s financial advisors. The potential investor in issue did not invest in ACDL. ACDL terminated the Prestige Agreement on February 11, 2010 and Prestige responded with a letter dated February 13, 2010 reserving its rights to collect money from ACDL for costs, fees and damages related to this dispute. ACDL intends to vigorously defend any action that might be commenced by Prestige.

5.

Ho Tram Project Company Limited (“HTP”), a subsidiary of ACDL, entered into Services Agreements with Thanh Truong Loc Ltd. (“TTL”) dated September 23, 2006 (the “2006 Services Agreement”) and October 7, 2009 (the “2009 Services Agreement” and, together with the 2006 Services Agreement, the “Services Agreements”). HTP has asserted that it is owed certain amounts related to value-added tax arising out of the 2006 Services Agreement, which offset certain of its payment obligations under the 2009 Services Agreement. No formal claim has been brought by either HTP or TTL in relation to the Services Agreements.

6.

On December 28, 2010 Nguyen Quoc Bao (“Bao”) delivered an invoice to HTP alleging that he was owed US$220,000 for services provided in September and October of 2009. Bao was the former General Director of Page Kirkland, Vietnam, a company engaged by HTP to perform consulting services in Vietnam. ACDL has advised Bao that it has not contracted with Bao for the provision of any services and, accordingly, does not intend to pay the invoice. ACDL intends to vigorously defend any action that might be commenced by Bao.

7.

In December of 2010 Glenn Behrman submitted a claim to HTP in the amount of US$480,000. Mr. Behrman alleges that he is due these fees for the landscaping project management and related services he provided to HTP from 2008 to 2010. It is ACDL and HTP’s position that Mr. Behrman has been paid in full for all services which he provided to HTP. ACDL and HTP intend to vigorously defend any action that might be commenced by Mr. Behrman.

8.

On December 22, 2009 ACDL entered into an agreement with a financial advisor, which provides for certain fees payable in connection with the issuance and sale of ACDL’s equity or equity-linked securities. No fees were ever paid or requested to be paid under this agreement.

9.

On July 24, 2009 ACDL entered into an agreement with a financial advisor, which agreement was subsequently terminated on October 13, 2010 and is no longer in force and effect. The agreement provided for certain fees in connection with the issuance and sale of ACDL’s equity or equity-linked securities. No fees were ever paid or requested to be paid under the agreement.

10.

Ed Williams from Global Entertainment Group (formerly No Limit Entertainment) alleges that ACDL owes him US$55,209.23 from an invoice dated July 20, 2007 for nightclub design services that he provided to ACDL. ACDL denies that Mr. Williams provided any services or is due any money. ACDL intends to vigorously defend any action that might be commenced by Mr. Williams.

11.

On May 10, 2006 ACDL entered into an agreement with Greg Norman to design a golf course on the Ho Tram Strip (as amended, the “Norman Agreement”). ACDL has failed to make certain payments under the Norman Agreement.

12.

On September 20, 2010 HTP entered into an agreement with Tu Hai Company Limited (which is referred to as “Uni-Bros Group”). Uni-Bros Group was retained to design and construct certain site offices at the Ho Tram Site. It is HTP’s position that (a) the Uni-Bros Group failed to properly design and/or construct certain of the site offices and (b) additional costs will need be incurred to rectify the deficiencies. The amount of these additional costs has not yet been determined. HTP intends to seek recovery from the Uni-Bros Group for any additional costs that it incurs to rectify these deficiencies.

13.

ACDL entered into a Purchase Agreement with Harbinger Capital Investments Sarl and Harbinger Capital Partners Master Fund I Ltd. dated July 13, 2010 (the “Purchase Agreement”). ACDL may have had an obligation under Canadian tax laws to a withhold certain from the payments made to Harbinger under the Purchase Agreement and to remit the withheld amount to the Receiver General.

14.

ACDL and Stephen Shoemaker are parties to an Employment Agreement dated February 22, 2008. The Employment Agreement contains certain rights in favour of Mr. Shoemaker in the event of a Change of Control (as defined therein). On July 28, 2010 Mr. Shoemaker served a notice on ACDL indicating that he was exercising certain Change of Control rights under his Employment Agreement (including terminating his employment with ACDL and being paid a change of control termination payment provided for therein). ACDL and Mr. Shoemaker entered into a series of Standstill Agreements, the latest of which provides that he is entitled to exercise any Change of Control rights that he might have under his Employment Agreement after May 15, 2011. The Standstill Agreement also provides that nothing therein shall be construed as (a) an acknowledgement by the Company or (b) a waiver of any right to dispute by the Company that any Change of Control has occurred during the relevant period.

SCHEDULE “B1”
CAPITALIZATION TABLE

[ATTACHED]

Asian Coast Development (Canada) Ltd.

Capitalization and Debt Table

		Number Issued
Common Shares
Common Shares Issued and Outstanding
Common Shares Issued			11,638,441
Warrants to acquire Common Shares
Issued Warrants
*Harbinger II S.à.r.l. — $0.0001			160,000,000
*Global Opportunities Breakaway Ltd. -$0.0001			15,000,000
*Credit Distressed Blue Line Fund, Ltd. — $0.0001			75,000,000
Guggenheim Partners LLC — $10.00			267,000
Options
Employee and Advisor Stock Option Plan
Unexpired Stock Options — $0.01			18,863,057
Unexpired Stock Options — $1.00			4,645,235
Unexpired Stock Options — $10.00			742,000
Unexpired Stock Options — $35.00			28,000
Unexpired Stock Options — $40.00			6,000
Total			286,189,733

		Number Issued
Special Shares
Series II
Harbinger II S.à.r.l.			1,842,478
Series III
**Harbinger II S.à.r.l.			588,615
Series IV
***Harbinger II S.à.r.l.			345,757
***Blue Line ACDL, Inc.			162,074
***Breakaway ACDL, Inc.			32,415
Debt
****Blue Line ACDL, Inc.			5,000,000

SCHEDULE “B2”
PRO FORMA CAPITALIZATION TABLE

[ATTACHED]

Asian Coast Development (Canada) Ltd.

Pro Forma Capitalization and Debt Table

June 30, 2011

		Number Issued
Common Shares
Common Shares Issued and Outstanding
Common Shares Issued			362,682,857
Warrants to acquire Common Shares
Issued Warrants
*Pinnacle Development 18, LLC
*Harbinger II S.à.r.l.
*Global Opportunities Breakaway Ltd.
*Credit Distressed Blue Line Fund, Ltd.
Guggenheim Partners LLC — $10.00			267,000
Options
Employee and Advisor Stock Option Plan
Unexpired Stock Options — $0.01			18,863,057
Unexpired Stock Options — $1.00			4,645,235
Unexpired Stock Options — $10.00			742,000
Unexpired Stock Options — $35.00			28,000
Unexpired Stock Options — $40.00			6,000
Total			387,234,149

		Number Issued
Special Shares **Series V
Harbinger II S.à.r.l.			1,170,517
Blue Line ACDL, Inc.			168,641
Breakaway ACDL, Inc.			33,728
Pinnacle Development 18, LLC			482,365

SCHEDULE “C”
LIST OF OPTIONS, ACCELERATION RIGHTS
AND SHAREHOLDER LOANS

•		23,284,291 Options to purchase Common Shares have been granted pursuant to ACDL’s Stock Option Plan, which provides that vesting of such Options may, at the discretion of the Board of Directors of ACDL, be accelerated upon a change of control of ACDL.
•		Employment Agreements entered into by ACDL and its subsidiary HTP with Lloyd Nathan, Stephen Shoemaker and Jef Forrer (the “Executives”) provide that in the event any of the Executives’ employment with ACDL is terminated by ACDL within 12 months of a change of control of ACDL (or in certain cases is terminated by the Executive within 6 months of a change of control of ACDL), all unvested equity interests in ACDL held by such Executive shall immediately vest and become exercisable.
•		ACDL entered into loan and related agreements (collectively the “Loan Agreements”) with Stephen Shoemaker (President and CFO) and John Legge (former Chief Legal Officer) in connection with their acquisition of shares (the “Shares”) of ACDL. The Shares were transferred to ###-###-#### Ontario Inc. 2171521 Ontario Inc. entered into an agreement with ACDL to pay the amounts provided for under the Loan Agreements (the “ ###-###-#### Loan”). The Loan Agreements were terminated and replaced with the ###-###-#### Loan.

SCHEDULE “D”
MATERIAL DOCUMENTS
(REFERENCES IN THE INDEX ARE TO THE DATA SITE)

Index				Title
	2			Asian Coast Development Ltd. (and subsidiaries)
	2.1			Organization Chart
	2.1.1			Organizational Chart
	2.2			Corporate Information
	2.2.1			Asian Coast Development (Canada) Ltd.
	2.2.1.1			Minute Book
	2.2.1.2			Certificate of Incorporation
	2.2.1.3			Amendment of Articles 09 08 06
	2.2.1.4			Amendment of Articles 04 17 07
	2.2.1.5			Amendment of Articles 01 28 09
	2.2.1.6			Articles of Amendment 07 27 10
	2.2.1.7			By-laws
	2.2.1.8			Certificate of Discontinuance
	2.2.1.9			Continuation Application
	2.2.1.10			Certificate of Continuation
	2.2.1.11			Notice of Articles 12 07 10
	2.2.1.12			Articles of Continuation
	2.2.1.13			Notice of Articles 05 09 11
	2.2.2			Asian Coast Development Inc. (Barbados)
	2.2.2.1			Certificate of Incorporation
	2.2.2.2			Articles of Incorporation
	2.2.2.3			By-laws

Index				Title
	2.2.3			Asian Coast Development Inc. (Bahamas)
	2.2.3.1			Certificate of Incorporation
	2.2.3.2			Memorandum and Articles of Association
	2.2.4			Ho Tram Project Company Limited
	2.2.4.1			Charter
	2.2.4.1.1			Charter (EN)
	2.2.4.1.2			Charter (VN)
	2.3			Capitalization Table
	2.3.1			Capitalization Table 05 12 11
	2.4			Shareholders’ Agreement
	2.4.1			Voting Trust Agreement
	2.4.2			Amended and Restated Shareholder Agreement (Executed) 04 15 10
	2.4.3			Supplemental Agreement (Executed) 07 13 10
	2.5			Forbearance, Loan and Security
	2.5.1			Forbearance Agreements
	2.5.1.1			Harbinger Forbearance Agreement 01 29 09
	2.5.1.2			Harbinger Forbearance Agreement 01 29 10
	2.5.1.3			Amendment of Forbearance Agreement 07 27 10
	2.5.2			Loan Agreements
	2.5.2.1			Loan Agreement 07 27 10
	2.5.2.2			Supplementary Loan Agreement (Executed) 12 23 10
	2.5.2.3			Waiver (Executed) 12 23 10
	2.5.2.4			Loan Agreement (Executed) 12 07 10
	2.5.2.5			Loan Amending Agreement (Executed) 02 07 11
	2.5.2.6			Loan Amending Agreement (Executed) 03 31 11

Index				Title
	2.5.3			Security
	2.5.3.1			General Security Agreement (Blue Line)
	2.5.3.2			General Security Agreement (Breakaway)
	2.5.3.3			General Security Agreement (Harbinger S.a.r.l.)
	2.5.3.4			De-Registration of the Capital Mortgage 09 13 10
	2.5.3.5			Amended Restated General Security Agreement (Blue Line)
	2.5.3.6			Amended Restated General Security Agreement (Breakaway)
	2.5.3.7			Amended Restated General Security Agreement (Luxco)
	2.6			Harbinger
	2.6.1			Assignment of Interest
	2.6.1.1			Assignment and Assumption Agreement 12 31 10
	2.6.1.2			Assignment of General Security Agreement and PPSA Registrations 12 31 10
	2.6.1.3			Assumption, Consent and Release Agreement 12 31 10
	2.6.1.4			Counterpart to Tag Drag Agreement 12 31 10
	2.6.1.5			Notice of Assignment 12 31 10
	2.7			Stock Option Plan
	2.7.2			Stock Option Plan 04 01 07
	2.8			Warrants
	2.8.1			Warrant to Harbinger Sarl
	2.8.2			Warrant to Breakaway
	2.8.3			Warrant to Blueline
	2.8.4			Siemers Warrant Agreement
	2.8.5			Siemers Warrant Agreement
	2.8.6			Casey Warrant Agreement
	2.8.7			Casey Warrant Agreement

Index				Title
	2.8.8			Jedzniak Warrant Agreement
	2.9			Financial Statements
	2.9.4			Asian Coast Development (Canada)Ltd.
	2.9.4.1			2006 Financial Statements
	2.9.4.2			2007 Audited Financial Statements
	2.9.4.3			2008 Audited Financial Statements
	2.9.4.4			2009 Audited Financial Statements
	2.9.5			Ho Tram Project Company Limited
	2.9.5.1			HTP Audited Financial Statements 2008 (EN)
	2.9.5.2			HTP Audited Financial Statements 2008 (VN)
	2.9.5.3			HTP Audited Financial Statements 2009 (EN/VN)
	2.10			Press Releases
	2.10.1			Greg Norman’s Team Release 04 11 08
	2.10.2			M. Aymong Appointed Executive Chairman Release 05 10 08
	2.10.3			Awarded Right to Build Largest Tourism Destination 05 22 08
	2.10.4			Greg Norman Golf Course Design Release 06 20 08
	2.10.5			Singapore Release 09 11 08
	2.10.6			Appoints President and Chief Legal Officer Release 09 19 08
	2.10.7			Construction Release 09 25 08
	2.10.8			H. Wang, J. Forrer and J. Benedict Employment Release 10 21 08
	2.10.9			Canadian Ambassador Release 10 30 08
	2.10.10			MGM Press Release 11 18 08
	2.10.11			Thai Nguyen Province Release 12 23 08
	2.10.12			MGM Design Release 01 20 09
	2.10.13			Global Village Release 05 21 09

Index				Title
	2.10.14			KOTO Cooking Course 07 09 09
	2.10.15			Pile Construction Release 07 11 09
	2.10.16			L. Nathan Appointment Release 04 21 10
	2.10.17			ACDL Tree Transplant Release 10 22 10
	2.10.18			MGM Delegation Visits Ho Tram Stip 11 23 10
	2.10.19			ACDL Appoints RLB 12 28 10
	2.10.20			ACDL Meinhardt Release 01 18 11
	2.10.21			Tet Release 01 26 11
	2.10.22			ACDL Appoints Colin Pine 02 17 11
	2.10.23			SIP Release 03 02 11
	2.10.24			MGM Hospitality and ACDL Name John Shigley 04 06 11
	3			Ho Tram Strip Project
	3.1			Investment Certificate
	3.1.1			Investment Certificate (EN)
	3.1.2			Investment Certificate (VN)
	3.1.3			First Amendment to Investment Certificate (EN) 11 14 08
	3.1.4			First Amendment to Investment Certificate (VN) 11 14 08
	3.1.5			Notice of Change of Schedule (EN) 12 06 08
	3.1.6			Notice of Change of Schedule (VN) 12 06 08
	3.1.7			Preliminary approval letter from the Province (EN) 12 31 08
	3.1.8			Preliminary approval letter from the Province (VN) 12 31 08
	3.1.9			Approval letter from the Province (EN) 07 08 09
	3.1.10			Approval letter from the Province (VN) 07 08 09
	3.1.11			Second Amendment to Investment Certificate 09 09 10 (EN)
	3.1.12			Second Amendment to Investment Certificate 09 09 10 (VN)

Index				Title
	3.1.13			Third Amendment to Investment Certificate 12 10 10 (EN)
	3.1.14			Third Amendment to Investment Certificate 12 10 10 (VN)
	3.2			Project Master Plan
	3.2.2			Project Master Plan 1:2000 — Steelman Partners/Bao Trang Vien Ltd.
	3.2.2.1			Project Master Plan 1-2000 Eng
	3.2.2.2			Project Master Plan 1-2000 Viet
	3.3			Innovation Group Report
	3.3.1			Innovation Group Report — July 2009
	3.3.3			Addendum to Innovation Group Report — July 2009
	3.4			Exclusivity — Ba Ria-Vung Tau
	3.4.1			Exclusivity Letter 08 26 08 (EN)
	3.4.2			Exclusivity Letter 08 26 08 (VN)
	3.5			CBRE Reports
	3.5.1			CBRE Land Valuation Report 03 19 08
	3.5.5			CBRE Land Valuation Report 07 24 09
	3.5.6			Feasibility Study of Zone A — Apartments and Villas 12 22 09
	3.5.7			Vacation Residence Market in Vientman 12 22 09
	3.6			Baker McKenzie Investment Certificate Memorandum
	3.6.1			Validity of Approval of HTP and Issuance of Investment Certificate 08 26 09
	3.7			Ho Tram Lands
	3.7.1			Land Lease and Related Documents
	3.7.1.1			Land Lease Agreement (EN)
	3.7.1.2			Land Lease Agreement (VN)
	3.7.1.3			Land Lease Decision (EN)
	3.7.1.4			Land Lease Decision (VN)

Index				Title
	3.7.1.5			Land Use Rights Certificate (EN)
	3.7.1.6			Land Use Rights Certificate (VN)
	3.7.1.7			Request for Amendment
	3.7.1.8			Land Rental Payment Notice
	3.7.1.9			Annex to Land Lease Contract (EN)
	3.7.1.10			Annex to Land Lease Contract (VN)
	3.7.1.11			Receipt for Land Lease Payment
	3.7.1.12			Compensation Order 1121 (EN)
	3.7.1.13			Compensation Order 1121 (VN)
	3.7.1.14			Receipt for payment of Compensation Order 1121 (EN)
	3.7.1.15			Receipt for payment of Compensation Order 1121 (VN)
	3.7.1.16			Provincial Exclusivity Letter(EN)
	3.7.1.17			Provincial Exclusivity Letter(VN)
	3.7.1.18			Receipts for Assistance Payments (EN)
	3.7.1.19			Receipts for Assistance Payments (VN)
	3.7.1.20			Confirmation of Compensation Payment & Assistance Payments(EN)
	3.7.1.21			Confirmation of Compensation Payment & Assistance Payments(VN)
	3.7.1.22			Request for Reimbursement August 2008 (EN)
	3.7.1.23			Request for Reimbursement August 2008 (VN)
	3.7.2			Survey
	3.7.2.10			Geomatic Consulting International Survey Reports
	3.7.2.10.1			Survey Report for Verification Surveys
	3.7.2.10.2			Survey Report — Appendix A — Control Network Survey
	3.7.2.10.3			Survey Report — Appendix B — GPS Processing and Result
	3.7.2.10.4			Survey Report — Appendix C — Boundary Survey

Index				Title
	3.7.2.10.5			Survey Report — Appendix D — Zone Survey
	3.7.2.10.6			Survey Report — Appendix E — MHW & MHW Offset Survey
	3.7.2.10.7			Survey Report — Appendix F — Road Design Alignment Details
	3.7.2.10.8			Survey Report — Appendix G — Culvert Survey
	3.7.2.10.9			Survey Report — Appendix H — Utility — Services Lists
	3.7.2.11			Geomatic Consutling International Survey Photographs
	3.7.2.11.1			Survey Photographs
	3.8			Norman Golf Course
	3.8.1			Golf Course Design Agreement 05 10 06
	3.8.2			First Amendment to Golf Course Design Agreement 05 09 08
	3.8.3			Preliminary Golf Course Design Concept 04 14 08
	3.8.4			Letter to C. Campbell 03 30 09
	3.9			Map of Region
	3.9.1			Map of Ba Ria — Vung Tau
	3.10			Zone A — MGM Grand Ho Tram
	3.10.1			BIDV Syndicated Loan Agreements
	3.10.1.1			Credit Agreement (Executed) 03 22 11 (VN)
	3.10.1.2			Credit Agreement (Final) 03 22 11 (EN)
	3.10.1.3			Subordination Agreement (Executed) 03 22 11 (VN)
	3.10.1.4			Subordination Agreement (Final) 03 22 11 (EN)
	3.10.1.5			Financial Support Agrement (Executed) 03 22 11 (VN)
	3.10.1.6			Financial Support Agreement (Final) 03 22 11 (EN)
	3.10.1.7			Investors Undertaking (Executed) 03 22 11 (VN)
	3.10.1.8			Investors Undertaking (Final) 03 22 11 (EN)
	3.10.2			MGM Agreements

Index				Title
	3.10.2.1			Management Agreement
	3.10.2.2			Collaboration and Assistance Agreement
	3.10.3			RLB Cost Plan
	3.10.3.1			Cost Plan
	3.10.4			Steelman Architectural Drawings
	3.10.4.1			Architectural Drawings
	3.10.4.2			Exterior Video 05 25 09
	3.10.5			Press Releases
	3.10.5.1			HTP Press Release (EN)
	3.10.5.2			HTP Press Release (VN)
	3.10.5.3			MGM Press Release (EN)
	3.11			Zone B
	3.11.1			Architectural Drawings
	3.12			Infrastructure Presentation
	3.12.1			Ho Tram Infrastructure Presentation
	4			Secondary Datasite
	4.1			Construction
	4.1.1			Agreements
	4.1.1.1			Page Kirkland
	4.1.1.1.1			PK Quantity Surveyor Services Agreegment 10 01 08
	4.1.1.1.2			PK Suspension Notice 11 13 08
	4.1.1.2			Greg Norman Golf Course Design
	4.1.1.2.1			Greg Norman Golf Course Design Agreement
	4.1.1.2.2			First Amendment to Norman Agreement
	4.1.1.2.3			Second Amendment to Norman Agreement 03 30 09

Index				Title
	4.1.1.3			Steelman Partners
	4.1.1.3.1			Steelman Partners Contract
	4.1.1.4			RLB
	4.1.1.4.1			RLB Services Agreement 06 04 08
	4.1.1.4.2			Interim Fee Agreement 05 21 09
	4.1.1.4.3			Interim Fee Agreement 07 23 09
	4.1.1.4.4			RLB QS PM Consultancy Agreement 08 01 10
	4.1.1.4.5			Letter of Undertaking 11 25 10
	4.1.1.5			Phu Thinh Construction
	4.1.1.5.1			Site Leveling Agreement 09 15 08
	4.1.1.5.2			Piling Agreement 07 01 09
	4.1.1.5.3			Planting Agreement 04 23 09 (EN)
	4.1.1.5.4			Planting Agreement 04 23 09 (VN)
	4.1.1.5.5			Letter to Phu Thinh re Piling Contract Payments 12 28 09 (EN)
	4.1.1.5.6			Phu Thinh Pile Cap LOA (Final) 04 22 10
	4.1.1.6			Windtech Consultants Pte Ltd
	4.1.1.6.1			Consultancy Services Agreement 08 11 08
	4.1.1.7			Chroma
	4.1.1.7.1			Service Agreement 10 01 08
	4.1.1.7.2			Appendix A Additional Services to Service Agreement 10 01 08
	4.1.1.7.3			Engagement Letter 06 01 09
	4.1.1.7.4			Chroma International Limited Services Agreement 07 01 09
	4.1.1.7.5			Chroma Services Agreement 06 01 10
	4.1.1.8			A Chau Security
	4.1.1.8.1			A Chau Security Service Assistance 10 15 08

Index				Title
	4.1.1.8.2			Sand Clearance Service Addendum to Security 08 10 08
	4.1.1.9			Meinhardt Engineering
	4.1.1.9.1			Engineering Services — HTP and Meinhardt (Final) August 2008
	4.1.1.9.2			Appendix Engineering Services — HTP and Meinhardt (Final)
	4.1.1.9.3			Meinhardt Suspension Notice 11 13 08.doc
	4.1.1.9.4			Meinhardt Contract July to December 2009 (Final)
	4.1.1.9.5			Mine Clearance Contract for Ho Tram Site 2008 (EN)
	4.1.1.9.6			Mine Clearance Contract for Ho Tram Site 2008 (VN)
	4.1.1.9.7			Meinhardt Pile Caps Design and Site Supervision for Zone A1 June 2010
	4.1.1.9.8			Meinhardt Close Out Contract July to December 2009
	4.1.1.10			Khanh Hy Company
	4.1.1.10.1			Khanh Hy Contract — Gate 3 repaired (EN) 04 29 09
	4.1.1.10.2			Khanh Hy Contract — Gate 3 repaired (VN) 04 29 09
	4.1.1.11			Minh Tuan Construction Company
	4.1.1.11.1			Minh Tuan Contract 03 12 09
	4.1.1.12			Hung Cong Design & Consultant Company Limited
	4.1.1.12.1			Economic Contract Hung Cong (EN) 05 18 09
	4.1.1.12.2			Economic Contract Hung Cong (VN) 05 18 09
	4.1.1.13			Bao Trang Vien Ltd.
	4.1.1.13.1			Master Plan Service Agreement 02 20 06
	4.1.1.14			Song Long Joint Stock Company
	4.1.1.14.1			Song Long Joint Stock Project re Road Realignment 07 01 09
	4.1.1.15			DIC No. 4 Joint Stock Company
	4.1.1.15.1			DIC Test Pilling Contract 04 10 09
	4.1.1.16			Globallink Joint Stock Company

Index				Title
	4.1.1.16.1			Globallink Joint Stock Company Consultancy Contract 09 09 09 (EN)
	4.1.1.16.2			Globallink Joint Stock Company Consultancy Contract 09 09 09 (VN)
	4.1.1.16.3			Globallink Construction License (Final) 09 30 09 (EN)
	4.1.1.16.4			Globallink Construction License (Final) 09 30 09 (VN)
	4.1.1.16.5			Globallink Joint Stock Company Consultancy Contract 04 27 10 (EN)
	4.1.1.16.6			Globallink Joint Stock Company Consultancy Contract 04 27 10 (VN)
	4.1.1.16.7			Globallink JS Contract Liquidation Minutes 05 11 10 (EV)
	4.1.1.17			KoreaMOB Co. Ltd.
	4.1.1.17.1			Fencing Contract 05 15 08
	4.1.1.18			Southern Branch of Institute of Building Science and Technology
	4.1.1.18.1			Piling Foundation Contract 07 01 09
	4.1.1.18.2			Design Review Contract Pile Cap 04 12 10 (EV)
	4.1.1.18.3			IBST Agreement Structure Engineering 10 25 10 (EN)
	4.1.1.18.4			IBST Agreement Structure Engineering 10 25 10 (VN)
	4.1.1.19			Union of Engineering Geology Construction and Environment
	4.1.1.19.1			UGCE Soil Test Contract 10 20 08
	4.1.1.20			Xuyen Moc Telecom Centre
	4.1.1.20.1			Xuyen Moc Telecom — Camera Contract 11 17 09 (EN)
	4.1.1.20.2			Xuyen Moc Telecom — Camera Contract 11 17 09 (VN)
	4.1.1.21			Duy Nhat Real Estate and Trade
	4.1.1.21.1			Duy Nhat’s — Survey Contract 12 10 08
	4.1.1.22			Dang Tai Enterprise
	4.1.1.22.1			Dang Tai Enterpricse Contract re Survey Benchmark Monuments 10 27 09
	4.1.1.23			Dong Tien Construction & Trading Services
	4.1.1.23.1			Dong Tien Construction & Trading Services Contract re Fence fixing 10 30 09

Index				Title
	4.1.1.23.2			Dong Tien Fencing Maintenance Contract 12 18 09 (EN)
	4.1.1.23.3			Dong Tien Fencing Maintenance Contract 12 18 09 (VN)
	4.1.1.23.4			Dong Tien Electrical Power and Water Connection 01 04 10 (EN)
	4.1.1.23.5			Dong Tien Electrical Power and Water Connection 01 04 10 (VN)
	4.1.1.24			Institute of Hydrometeology and Environment
	4.1.1.24.1			Hydrometeology Institute Wind Frequency Contract 09 23 08 (EN)
	4.1.1.24.2			Hydrometeology Institute Wind Frequency Contract 09 23 08 (VN)
	4.1.1.25			Siam Orchids Thailand Company Limited
	4.1.1.25.1			Mr. Glenn Behrman Landscape Consultation 01 10 09 (EV)
	4.1.1.25.2			SOT Nursery Co., Ltd. — Arboriculture Assessment Contract 09 20 10
	4.1.1.25.3			SOT Nursery Co., Ltd. — Tree Removal Contract 10 18 10
	4.1.1.25.4			Siam Orchids Thailand Company Limited — Horticultural Consultancy Contract 09 20 10
	4.1.1.26			Tu Hai Company Limited
	4.1.1.26.1			Uni-Bros Ho Tram Temporary Site Office — Shell and Core Contract Agreement 09 14 10 (EN&VN)
	4.1.1.27			SIP Project Managers International (Pty) Ltd.
	4.1.1.27.1			SIP Consultancy Agreement (Executed) 09 01 10 (EN)
	4.1.1.27.2			SIP Consultancy Agreement (Executed) 09 01 10 (VN)
	4.1.1.28			Exova Warringtonfire Consulting (Singapore) Pte. Ltd.
	4.1.1.28.1			Exova Consultancy Agreement 09 01 10
	4.1.1.29			Technical Center of Natural Resources and Environment
	4.1.1.29.1			DONRE Consulting Contract (Executed) 11 25 10 (EV)
	4.1.1.29.2			DONRE Personal Consulting Contract (Executed) 11 25 10 (EV)
	4.1.1.30			ICN Design International Pte. Ltd.
	4.1.1.30.1			ICN Consultancy Agreement 09 01 10
	4.1.1.31			Cotec Construction Joint Stock Company

Index				Title
	4.1.1.31.1			Coteccons Interim Agreement 12 08 10
	4.1.1.31.2			Coteccons Letter of Acceptance 11 01 10
	4.1.1.32			Cairncross Martin Pty. Limited
	4.1.1.32.1			Cairncross Consultancy Agreement 11 01 10
	4.1.1.33			Cotec Construction Joint Stock Company
	4.1.1.33.1			Main Contract Works at Zone A1 (Shell and Core) Interim Agreement 12 08 10
	4.1.1.34			Ladrin Systems Planners
	4.1.1.34.1			Ladrin Consultancy Agreement (Executed) 03 01 11
	4.1.1.35			M. Malia & Associates Inc.
	4.1.1.35.1			M Malia Associates Consultancy Agreement (Executed) 02 17 11
	4.1.1.36			Thermco Asia Limited
	4.1.1.36.1			Thermco Consultancy Agreement 04 23 11
	4.1.1.37			Square Peg Design LLC
	4.1.1.37.1			Square Peg Design Consultancy Agreement 04 16 11
	4.1.2			Environmental Reports
	4.1.2.1			Province — Vung Tau
	4.1.2.1.1			Evaluating Report on Environmental Effect (EN) 10 01 08
	4.1.2.1.2			Evaluating Report on Environmental Effect (VN — part 1) 10 01 08
	4.1.2.1.3			Evaluating Report on Environmental Effect (VN — part 2) 10 01 08
	4.1.2.2			ACDL/HTP
	4.1.2.2.1			Environmental Feasibility Study
	4.1.3			Project Manager Reports
	4.1.3.1			Project Management Report No. 1 — 08 08 08
	4.1.3.2			Project Management Report No. 2 — 09 08 08
	4.1.3.3			Project Management Report No. 3 — 10 06 08

Index				Title
	4.1.3.4			Project Management Report No. 4 — 11 07 08
	4.1.3.5			Project Management Report No. 5 — 12 05 08
	4.1.3.6			Project Management Report No. 6 — 01 10 09
	4.1.3.7			Project Management Report No. 7 — 02 16 09
	4.1.3.8			Project Management Report No. 8 — 03 13 09
	4.1.3.9			Project Management Report No. 9 — 04 13 09
	4.1.3.10			Project Management Report No. 10 — 05 11 09
	4.1.3.11			Project Management Report No. 11 — 06 11 09
	4.1.3.12			Project Management Report No. 12 — 07 11 09
	4.1.3.13			Project Management Report No. 13 — 08 11 09
	4.1.3.14			Project Management Report No. 14 — 09 11 09
	4.1.3.15			Project Management Report No. 15 — 10 11 09
	4.1.3.16			Project Management Report No. 16 — 11 04 09
	4.1.3.17			Project Management Report No. 17 — 12 11 09
	4.1.3.18			Project Management Report No. 18 — 01 15 10
	4.1.3.19			Project Management Report No. 19 — 02 09 10
	4.1.3.20			Project Management Report No. 20 — 03 12 10
	4.1.3.21			Project Management Report No. 21 — 04 09 10
	4.1.3.22			Project Management Report No. 22 — 05 19 10
	4.1.3.23			Project Management Report No. 23 — 06 15 10
	4.1.3.24			Project Management Report No. 24 — 07 12 10
	4.1.3.25			Project Management Report No. 25 — 08 13 10
	4.1.3.26			Project Management Report No. 26 — 09 17 10
	4.1.3.27			Project Management Report No. 27 — 10 15 10
	4.1.3.28			Project Management Report No. 28 — October 2010