Province of British Columbia Uses in Governing Law; Venue Clause

Governing Law; Venue from Amendment to Share Subscription Agreement

This SECOND AMENDMENT TO THE SHARE SUBSCRIPTION AGREEMENT (this Amendment), dated as of May 24, 2013, is by and among Asian Coast Development (Canada) Ltd. (ACDL), a British Columbia company and PNK Development 18, LLC (Pinnacle), a Delaware limited liability company, and is being entered into in order to amend the Subscription Agreement dated as of May 25, 2011, as amended on December 6, 2012, entered into by ACDL and Pinnacle (the Subscription Agreement). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth or referenced in the Subscription Agreement.

Governing Law; Venue. This Amendment shall be governed by and construed and enforced 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. Each of the parties hereto agrees that any action or proceeding arising out of or relating to this Amendment 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.

Governing Law; Venue from Amended and Restated Shareholders Agreement

This FIRST AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this "Amendment"), dated as of September 28, 2012, is by and among (i) Asian Coast Development (Canada) Ltd., a Canadian corporation (the "Company"), (ii) Harbinger II S.a.r.l., a Luxembourg company, Blue Line ACDL, Inc., a Delaware company, Breakaway ACDL, Inc., a Delaware company, Credit Distressed Blue Line Master Fund, Ltd., a company organized under the laws of the Cayman Islands, Global Opportunities Breakaway Ltd., a company organized under the laws of the Cayman Islands and Harbinger China Dragon Intermediate Fund, L.P., a limited partnership organized under the laws of the Cayman Islands (collectively, "Harbinger") and (ii) PNK Development 18, LLC, a Delaware limited liability company and PNK Development 31, LLC, a Delaware limited liability company (collectively, "Pinnacle"), and is being entered into in order to amend the Amended and Restated Shareholders Agreement dated as of August 29, 2012, entered i

Governing Law; Venue. This Amendment shall be governed by and construed and enforced 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. Each of the parties hereto agrees that any action or proceeding arising out of or relating to this Amendment 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.