Unassociated Document


    Loto
Inc.

     

    SUBSCRIPTION
AGREEMENT

     

    COMMON
STOCK

     

    Section 4(2) Exempt
Offering

     

    Loto
Inc.

    
      23-5250
Satellite dr.

      Mississauga,
ON

      L4W 5G5
Canada

       

      Ladies
and Gentlemen:

       

      1.           
Subscription.
This subscription agreement (this “Agreement”) is
submitted to Loto Inc. (the “Company”) in
connection with the private offering by the Company to accredited investors, as
such term is defined below, of shares of Company common stock, par value $.001
per share (the “Common
Stock”) pursuant to the terms and conditions contained herein (the “Offering”).  The
undersigned (the “Subscriber”) hereby
agrees to purchase (the “Purchase”) from Loto
Inc. (the “Company”) the number
of shares of Common Stock (each, a “Share” and
collectively the “Shares”) as set forth
on the signature page hereto at a purchase price of One Cent
($0.01) per Share.

       

      2.           
Payment and Signature
Pages.  The Subscriber encloses herewith a check or shall
initiate a wire transfer payable to “Loto Inc.” in the
full amount of the purchase price of the Shares.  Such funds will be
held for the Subscriber’s benefit and will be returned promptly, without
interest or offset, if this Agreement is not accepted by the Company within ten
(10) business days of the date of receipt by the Company of such payment
together with (a) two signed copies of this Agreement; (b) two signed copies of
the Accredited Investor Certification set forth on Exhibit A attached hereto
(the “Accredited
Investor Certification”); and (c) two signed copies of the Company
Stockholders’ Agreement attached hereto as Exhibit B (the “Stockholders’
Agreement”).

       

      3.          
  Representations
and Warranties.

       

      
        
          
            	
                  	
                    (A)

                  	
                    The Company hereby represents,
      warrants, acknowledges and agrees as
  follows:

                  


          

        

      

       

      (a)           The
Company is a Nevada corporation which has been duly organized and is validly
existing and in good standing under the laws of Nevada.  The Company
is duly qualified to transact business as a corporation and is in good standing
under the laws of each jurisdiction where the location of the Company’s
properties or the conduct of its business makes such qualification
necessary.

       

      (b)           The
Company possesses all requisite power and authority to conduct its business as
presently conducted and as proposed to be conducted, to enter into and perform
its obligations under this Agreement and to issue, sell and deliver the
Shares.  The execution and delivery of each of the Agreement has been
duly authorized by all necessary Company action. This Agreement has been duly
executed and delivered and constitutes valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, (i)
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting creditors’ rights generally, including the effect of
statutory and other laws regarding fraudulent conveyances and preferential
transfers; and (ii) subject to the limitations imposed by general equitable
principles (regardless of whether such enforceability is considered in a
proceeding at law or in equity).

       

      (c)           None
of the execution and delivery of, or performance by, the Company under the
Agreement or the consummation of the transactions herein contemplated conflicts
with or violates, or will result in the creation or imposition of any lien,
charge or other encumbrance upon any of the assets of the Company under any
agreement or other instrument to which the Company is a party or by which the
Company’s assets may be bound, any term of the Articles of Incorporation, as
amended (the “Charter”), the
By-laws or the Stockholders’ Agreement of the Company, or any license, permit,
judgment, decree, order, statute, rule or regulation applicable to the Company
and any of its assets.

       

      (d)           The
affairs of the Company are governed by the Charter and the By-laws. The Charter
authorizes one class of Common Stock .  Under the Charter and the
By-laws, the Company is subject to the authority of the Board of Directors which
is further authorized to appoint officers to act on behalf of the
Company.

       

      (e)           The
Shares to be issued in connection with the Offering have been duly authorized
and, when issued and delivered against payment therefor and upon acceptance by
the Company as provided in this Agreement, the Shares will be validly issued,
fully paid, nonassessable and will be free and clear of all liens, charges,
restrictions, claims and encumbrances other than as subject to the Charter and
the
Bylaws and as provided in this Agreement and applicable securities laws. No
holder of any of the Shares will be subject to personal liability solely by
reason of being such a holder.

         

      

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                Loto
      Inc.

              	
                Subscription
      Agreement - Section 4(2) Exempt
Offering

              


      

       

      (f)           On
the basis of the representations and warranties made by the Subscriber herein,
no consent, authorization or filing with any court or governmental authority is
required in connection with the issuance of the Shares relating specifically to
the Purchase which is made hereby pursuant to Section 4(2) of the Securities
Act.

       

      (g)           There
are no actions, proceedings, claims or investigations, before or by any court or
governmental authority, pending or, to the knowledge of the Company, threatened,
against the Company, or involving its assets or, to the knowledge of the
Company, involving any of either of its officers or the Board of
Directors.

       

      (h)           The
Company is not in violation of: (i) its Charter or By-laws; (ii) any indenture,
mortgage, deed of trust, note or other agreement or instrument to which the
Company is a party or by which the Company is or may be bound or to which any of
its assets may be subject; (iii) any statute, rule or regulation currently
applicable to the Company; or (iv) any judgment, decree or order applicable to
the Company.

       

      
        
          	
                	
                  (B)

                	
                  The Subscriber hereby
      acknowledges, represents, warrants, and agrees as
      follows:

                


        

      

       

      (a)           The
Shares are not registered under the Securities Act of 1933, as amended (the
“Securities
Act”) or any state securities laws. The Subscriber understands that the
offering and sale of the Shares is intended to be exempt from registration under
the Securities Act pursuant to Section 4(2) thereof based upon the
representations, warranties and agreements of the Subscriber contained in this
Agreement.  The Shares are restricted securities, as such term is
defined under the Securities Act and certificates issued in respect of the
Shares shall bear a legend as set forth below.  The Company makes no
undertaking to register the Shares at any time.

       

      (b)           The
Subscriber has had ample opportunity to request and review information
pertaining to the Company.  The Subscriber has been provided with an
opportunity to consult with Subscriber’s own attorney, accountant, subscriber
representative and/or tax adviser (collectively, the “Advisers”) and
opportunity for such Advisers to carefully review all information pertaining to
investment in the Shares.  All documents, records, and books
pertaining to the investment in the Shares have been made available for
inspection by the Subscriber and its Advisers.

       

      (c)           The
Subscriber has had an opportunity to ask questions of, and receive answers from,
the Company’s chief executive officer concerning the offering of the Shares by
the Company and the business and financial condition of the Company, and all
such questions have been answered to the full satisfaction of the
Subscriber.

       

      (d)           In
evaluating the suitability of an investment in the Company, the Subscriber has
not relied upon any representation or other information (oral or written) other
than as stated herein or as contained in documents delivered to the Subscriber
or answers furnished in writing to the Subscriber or its Advisers in response to
questions delivered to the Company.

       

      (e)           The
Subscriber is unaware of, is in no way relying on, and did not become aware of
the Shares through or as a result of, any form of general solicitation or
general advertising including, without limitation, any article, notice,
advertisement or other communication published in any newspaper, magazine or
similar media or broadcast over television or radio and is not subscribing for
Shares and did not become aware of the Shares through or as a result of any
seminar or meeting to which the Subscriber was invited by, or any solicitation
of a subscription by, a person not previously known to the Subscriber in
connection with investments in securities generally.

       

      (f)           The
Subscriber has taken no action that would give rise to any claim by any person
for brokerage commissions, finders’ fees or the like relating to this Agreement
or the transactions contemplated hereby and, in turn, to be paid to any third
party.

       

      (g)           The
Subscriber, together with its Advisers, as the case may be, has such knowledge
and experience in financial, tax, and business matters and, in particular,
investments in securities, so as to enable it to utilize the information made
available to it in connection with the Purchase to evaluate the merits and risks
of an investment in the Shares and the Company and to make an informed
investment decision with respect thereto.

       

      (h)           The
Subscriber is not relying on the Company or any of its employees or agents with
respect to the legal, tax, economic and related considerations of an investment
in the Shares and the Subscriber has relied only on the advice of its Advisers
in such regard.

       

      (i)           The
Subscriber is acquiring the Shares solely for such Subscriber’s own account for
investment purposes only and not with a view to resale or distribution thereof,
in whole or in part. The Subscriber has no agreement or arrangement with any
person to sell or transfer all or any part of the Shares and the Subscriber has
no plans to enter into any such agreement or arrangement.

       

      
        
          
          

        

        
          Page 2 of
9

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              	
                      Loto
      Inc.

                    	
                      Subscription
      Agreement - Section 4(2) Exempt
Offering

                    


            

          

        

         

      

      (j)           The
Subscriber must bear the substantial economic risks of the investment in the
Shares indefinitely because none of the Shares may be sold, hypothecated or
otherwise disposed of unless subsequently registered under the Securities Act
and applicable state securities laws or an exemption from such registration is
available. A Legend as follows will be placed on the Shares to the effect that
they have not been registered under the Securities Act or applicable state
securities laws and appropriate notations thereof will be made in the Company’s
stock books; there can be no assurance that there will be any market for resale
of the Shares, nor can there be any assurance that such Shares will be freely
transferable at any time in the foreseeable future:

       

      THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR STATE SECURITIES
LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT
OF LOTO INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED ONLY PURSUANT TO EFFECTIVE REGISTRATION UNDER THE
SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT PROVIDED BY RULE 144 THEREUNDER, OR PURSUANT TO ANOTHER EXEMPTION FROM
REGISTRATION AFTER, IN EACH CASE, PROVIDING A LEGAL OPINION OR OTHER EVIDENCE
SATISFACTORY TO THE COMPANY IN ITS SOLE DISCRETION.

      


      (k)           The
Subscriber has adequate means of providing for the Subscriber’s current
financial needs and foreseeable contingencies and has no need for liquidity of
its investment in the Shares for an indefinite period of time.

       

      (l)           The
Subscriber is aware that an investment in the Shares involves significant risks,
many of which cannot be foreseen as of this date, and the Subscriber has
carefully considered such risks regarding investment in the Company, including,
without limitation, that the Company is newly formed and has no operating
history.  The Subscriber acknowledges that the investment in the
Shares may result in the entire loss of investment capital and there can be no
certainty or assurance of actual outcomes.

       

      (m)          The
Subscriber is an “accredited investor”
as defined under Rule 501 or Regulation D promulgated under the Securities Act
and is familiar with the legal requirements to be an accredited investor, and
has completed Exhibit B attached hereto in such regard.

       

      (n)           The
Subscriber represents that (i) it was not formed for the specific purpose of
acquiring the Shares; (ii) it is duly organized, validly existing and in good
standing under the laws of the state of its organization; (iii) the consummation
of the transactions contemplated hereby is authorized by, and will not result in
a violation of state law or its charter or other organizational documents; (iv)
it has full power and authority to execute and deliver this Agreement and all
other related agreements or certificates and to carry out the provisions hereof
and thereof and to purchase and hold the Shares; (v) the execution and delivery
of this Agreement has been duly authorized by all necessary action; and (vi)
this Agreement has been duly executed and delivered on behalf of Subscriber and
is a legal, valid and binding obligation of Subscriber. The execution and
delivery of this Agreement will not violate or be in conflict with any order,
judgment, injunction, agreement or controlling document to which the Subscriber
is a party or by which it is bound.

       

      (o)           The
Subscriber and the Advisers, if any, have had the opportunity to obtain any
additional information, to the extent the Company had such information in its
possession or could acquire it without unreasonable effort or expense, necessary
to verify the accuracy of the information and all documents received or reviewed
in connection with the purchase of the Shares and have had the opportunity to
have representatives of the Company provide them with such additional
information regarding the terms and conditions of this particular investment and
the financial condition and business of the Company deemed relevant by the
Subscriber or the Advisers, if any, and all such requested information, to the
extent the Company had such information in its possession or could acquire it
without unreasonable effort or expense, has been provided to the full
satisfaction of the Subscriber and the Advisers, if any.

       

      (p)           The
Subscriber has significant prior investment experience, including investment in
non-listed and non-registered securities and is knowledgeable about investment
considerations in development-stage companies. The Subscriber has a sufficient
net worth to sustain a loss of its entire investment in the Company in the event
such a loss should occur. The Subscriber’s overall commitment to investments
which are not readily marketable is not excessive in view of the Subscriber’s
net worth and financial circumstances and the purchase of the Shares will not
cause such commitment to become excessive. The investment is suitable for the
Subscriber.

       

      (q)           The
Subscriber is satisfied that the Subscriber has received adequate information
with respect to all matters which it or the Advisers, if any, consider material
to its decision to make this investment.

       

      (r)           The
Subscriber acknowledges that any estimates or forward-looking or similar
statements have been prepared by the Company in good faith but that the
attainment of any such estimates or forward-looking or similar statements cannot
be guaranteed by the Company and may not be relied upon in respect of assurances
or guarantees of actual outcomes.

       

      (s)           No
oral or written representations have been made, or oral or written information
furnished, to the Subscriber or the Advisers, if any, in connection with the
Purchase which are inconsistent with the information contained in
writing.

       

      (t)           Promptly
after receipt of a request from the Company, the Subscriber will provide such
information and deliver such documents as may reasonably be necessary to comply
with any and all laws and ordinances to which the Company is
subject.

       

      
        
          
          

        

        
          Page 3 of
9

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              	
                      Loto
      Inc.

                    	
                      Subscription
      Agreement - Section 4(2) Exempt
Offering

                    


            

          

        

         

      

      (u)           The
Subscriber acknowledges that the Shares have not been recommended nor approved
by any federal or state securities commission or regulatory
authority.  In making an investment decision the Subscriber must rely
on its own examination of the Company and the terms of the Purchase, including
the merits and risks involved.  Furthermore, the foregoing authorities
have not confirmed the accuracy or determined the adequacy of this Agreement or
any ancillary materials delivered in connection herewith. Any representation to
the contrary is a criminal offense. The Shares are subject to restrictions on
transferability and resale and may not be transferred or resold except as
permitted under the Securities Act, and the applicable state securities laws,
pursuant to registration or exemption therefrom. The Subscriber should be aware
that it will be required to bear the financial risks of this investment for an
indefinite period of time.

       

      (v)           The Subscriber should check the
Office of Foreign Assets Control (“OFAC”) website at
http:/www.treas.gov/ofac before making the following representations. The
Subscriber represents that the amounts invested by it in the Company were not
and are not directly or indirectly derived from activities that contravene
federal, state or international laws and regulations, including anti-money
laundering laws and regulations.  Federal regulations and executive
orders administered by OFAC prohibit, among other things, the engagement in
transactions with, and the provision of services to, certain foreign countries,
territories, entities and individuals. The lists of OFAC prohibited countries,
territories, persons and entities can be found on the OFAC website at
http://www.treas.gov/ofac. In addition, the programs administered by OFAC (the
“OFAC
Programs”) prohibit dealing with individuals or entities in certain
countries regardless of whether such individuals or entities appear on the OFAC
lists.

       

      (w)           To
the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any
person controlling or controlled by the Subscriber; (3) any person having a
beneficial interest in the Subscriber; or (4) any person for whom the Subscriber
is acting as agent or nominee in connection with this investment is a country,
territory, individual or entity named on an OFAC list, or a person or entity
prohibited under the OFAC Programs. Please be advised that the Company may not
accept any amounts from a prospective investor if such prospective investor
cannot make the representation set forth in the preceding paragraph. The
Subscriber agrees to promptly notify the Company should the Subscriber become
aware of any change in the information set forth in these representations. The
Subscriber understands and acknowledges that, by law, the Company may be
obligated to “freeze the account” of the Subscriber, either by prohibiting
additional subscriptions from the Subscriber, declining any redemption requests
and/or segregating the assets in the account in compliance with governmental
regulations. The Subscriber further acknowledges that the Company may, by
written notice to the Subscriber, suspend the Subscriber’s redemption rights, if
any, if the Company reasonably deems it necessary to do so to comply with
anti-money laundering regulations applicable to the Company.

       

      (x)           To
the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any
person controlling or controlled by the Subscriber; (3) any person having a
beneficial interest in the Subscriber; or (4) any person for whom the Subscriber
is acting as agent or nominee in connection with this investment is a senior
foreign political figure, or any immediate family member or close associate of a
senior foreign political figure, as such terms are defined in the footnotes
below.

       

      (y)           If
the Subscriber is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if
the Subscriber receives deposits from, makes payments on behalf of, or handles
other financial transactions related to a Foreign Bank, the Subscriber
represents and warrants to the Company that: (1) the Foreign Bank has a fixed
address, other than solely an electronic address, in a country in which the
Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank
maintains operating records related to its banking activities; (3) the Foreign
Bank is subject to inspection by the banking authority that licensed the Foreign
Bank to conduct banking activities; and (4) the Foreign Bank does not provide
banking services to any other Foreign Bank that does not have a physical
presence in any country and that is not a regulated affiliate.

       

      (z)           The
Subscriber acknowledges and agrees that (i) the Board of Directors may in the
future issue securities representing equity interests in the Company, including,
without limitation, additional Shares and derivative rights, options and other
instruments convertible thereto, to subsequent investors, financiers, strategic
alliance partners, vendors, officers, directors, employees, consultants and any
other persons or organizations to the extent permitted under the Nevada General
Corporation Law, the Company’s Charter and By-laws and applicable securities
laws; and (ii) the Company does not intend to make distributions of capital
during the foreseeable future and all such distributions, shall be subject to
the governing provisions of the Company’s Charter and By-laws.

      ________________________________

      1      
These individuals include specially designated nationals, specially designated
narcotics traffickers and other parties subject to OFAC sanctions and embargo
programs.

       

      2           A
“senior foreign political figure” is defined as a senior official in the
executive, legislative, administrative, military or judicial branch of a foreign
government (whether elected or not), a senior official of a major foreign
political party, or a senior executive of a foreign government-owned
corporation. In addition, a “senior foreign political figure” includes any
corporation, business or other entity that has been formed by, or for the
benefit of, a senior foreign political figure.

       

      
        3          
“Immediate family” of a senior foreign political figure typically
includes the figures parents, siblings, spouse, children and in-laws.

         

        4           
A
“close associate” of a senior foreign political figure is a person who is widely
and publicly known to maintain an unusually close relationship with the senior
foreign political figure and includes a person who is in a position to conduct
substantial domestic and international financial transactions on behalf of the
senior foreign political figure.

      

       

      
        
          
          

        

        
          Page 4 of
9

          
            

          

        

        
          
          

        

      

       

      
        
          
            	
                    Loto
      Inc.

                  	
                    Subscription
      Agreement - Section 4(2) Exempt
Offering

                  


          

        

         

      

      4.           
Irrevocability; Binding
Effect.  The Subscriber hereby acknowledges and agrees that the
subscription hereunder is irrevocable by the Subscriber, except as required by
applicable law, and that this Agreement shall be binding upon and inure to the
benefit of the parties and their heirs, executors, administrators, successors,
legal representatives and permitted assigns.  This Agreement may be
executed in one or more counterparts each of which shall be deemed an original,
but all of which shall together constitute one and the same
instrument.

       

      5.           
Modification.  This
Agreement shall not be modified or waived except by a written instrument signed
by the party against whom any such modification or waiver is
sought.

       

      6.           
Notices.  Any notice
or other communication required or permitted to be given hereunder shall be in
writing and given or made (a) by personal delivery, (b) by facsimile with
evidence of receipt, or (c) by recognized overnight courier service at the
following addresses, or at such other address as any party hereto may
subsequently furnish in writing to the other party (x) if to the Company, at the
address set forth above, or (y) if to the Subscriber, at the address set forth
on the signature page hereof (or, in either case, to such other address as the
party shall have furnished in writing in accordance with the provisions of this
Section 6).

       

      7.          
Assignability.  This
Agreement and the rights, interests and obligations hereunder are not
transferable or assignable by the Subscriber and the transfer or assignment of
the Shares shall be made only in accordance with all applicable
laws.

       

      8.           
Applicable
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada, without reference to the
principles thereof relating to the conflict of laws.

       

      9.           
Dispute
Resolution.

       

      (A)  In
case any controversy or claim arises out of or in relation to this Agreement,
the parties shall seek to resolve the matter amicably through
discussions.  If the parties fail to resolve such controversy, claim
or breach within thirty (30) days by amicable arrangement and compromise, either
party may seek arbitration as set forth below.

      


      (B)  All
disputes and controversies arising out of or relating to this Agreement shall be
finally settled and binding under the Rules of International Commercial Dispute
Resolution of the American Arbitration Association (“ICDR”).  The
place of arbitration shall be New York.  The Arbitration shall be
conducted in English by a single arbitrator appointed in accordance with the
ICDR rules.  Any award, verdict or settlement issued under such
arbitration may be entered by any party for order of enforcement by any court of
competent jurisdiction.  The arbitrator shall have no power to take
interim measures he or she deems necessary, including injunctive relief and
measures for the protection or conservation of property.  Each of the
parties hereto hereby irrevocably and unconditionally waives any objection to
the laying of venue of any such proceeding and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such proceeding brought in any such court has been brought in an
inconvenient forum.

      


      10.         
Use of
Pronouns.  All pronouns and any variations thereof used herein
shall be deemed to refer to the masculine, feminine, neuter, singular or plural
as the identity of the person or persons referred to may require.

       

      11.         
Confidentiality.  The
Subscriber acknowledges and agrees that any information or data the Subscriber
has acquired from or about the Company, not otherwise properly in the public
domain, was received in confidence. The Subscriber agrees not to divulge,
communicate or disclose, except as may be required by law or for the performance
of this Agreement, or use to the detriment of the Company or for the benefit of
any other person(s), or misuse in any way, any confidential information of the
Company, including any scientific, technical, trade or business secrets of the
Company and any scientific, technical, trade or business materials that are
treated by the Company as confidential or proprietary, including, but not
limited to, ideas, discoveries, inventions, developments and improvements
belonging to the Company and confidential information obtained by or given to
the Company about or belonging to third parties.

       

      12.         
Miscellaneous.

       

      (a)           This
Agreement constitutes the entire agreement between the Subscriber and the
Company with respect to the subject matter hereof and supersede all prior oral
or written agreements and understandings, if any, relating to the subject matter
hereof. The terms and provisions of this Agreement may be waived, or consent for
the departure therefrom granted, only by a written document executed by the
party entitled to the benefits of such terms or provisions.  Each
provision of this Agreement shall be considered separable and, if for any reason
any provision(s) hereof are determined to be invalid or contrary to applicable
law, such invalidity or illegality shall not impair the operation of or affect
the remaining portions of this Agreement.   A business day for
purposes of this Agreement shall be any day on which the New York Stock Exchange
is open for business.  Time is of the essence.

       

      
        
          
          

        

        
          Page 5 of
9

          
            

          

        

        
          
          

        

         

      

      
        
          
            	
                    Loto
      Inc.

                  	
                    Subscription
      Agreement - Section 4(2) Exempt
Offering

                  


          

        

         

      

      (b)           The
parties’ representations and warranties made in this Agreement shall survive the
execution and delivery hereof and delivery of the Shares.

       

      (c)           Each
of the parties hereto shall pay its own fees and expenses (including the fees of
any attorneys, accountants, appraisers or others engaged by such party) in
connection with this Agreement and the transactions contemplated hereby whether
or not the transactions contemplated hereby are consummated.

       

      (d)           Paragraph
titles are for descriptive purposes only and shall not control or alter the
meaning of this Agreement as set forth in the text.

       

      [Signature
Page Follows]


      
        
           


        

        
          Page 6 of
9

          
            

          

        

        
           


        

      

       

      
        
          
            	
                    Loto
      Inc.

                  	
                    Subscription
      Agreement - Section 4(2) Exempt
Offering

                  


          

        

         

      

      
        IN
WITNESS WHEREOF, the Subscriber has executed this Agreement for the Subscription
of Shares:

         

        US$.01
Per Share

        Common
Stock

        Section
4(2) Exempt Offering

        
          The
Subscriber herewith Purchases the Shares consisting of the
following:

        

         

        
          
            
              
                	
                        Total
      Shares Purchased:

                      	
                         

                      
	 
      	 
      
	
                        Total
      Purchase Price:

                      	
                         

                      


              

            

          

        

         

        SUBSCRIBER:

         

        
          
            	
                    Print Full Legal Name:

                  	  


          

        

        
          
            
              
                	
                        Address:

                      	  
	  


              

            

          

        

        
          
            	
                    Telephone (with country code):

                  	  


          

        

        
          
            	
                    Fax Number:

                  	  


          

        

        
          
            	
                    E-mail:

                  	  


          

        

        
          
            
              
                	
                        Address for Notices (if different from above)

                      	  
	  


              

            

          

        

        
          
            
              
                	
                        Permanent Address (if different from above)

                      	  
	  


              

            

          

        

        
          
            	
                    Legal form if an entity (trust, corporation, partnership, etc.):

                  	  


          

        

        
          
            	
                    Jurisdiction of organization if an entity:

                  	  


          

        

        
          
            	
                    Jurisdiction of registration and regulation if a bank:

                  	 
      


          

        

         

        Anti-money
laundering documentation: Attach copy of a valid passport (notarized as a true
copy or certified by a lawyer) and a recent utility bill showing the name of the
Subscriber and the subscription address of record (notarized as a true copy or
certified by a lawyer). For corporate entities, please deliver certified copies
of charter documents and individual due diligence information for all officers,
directors and all beneficial owners who have the right to vote the Shares or
power of disposition over the Shares.

         

        
          
            
              	
                      By
      (Signature):

                    
	
                      Print
      Name:

                    


            

          

        

         

        The Company hereby accepts the above application for
subscription of the Shares as of the ________ day of ______________,
2009:

         

        
          
            
              	
                      LOTO
      INC.

                    
	 
      
	
                      By:

                    
	
                      Name:

                    
	
                      Title:

                    


            

          

        

         

      

      
        
          
          

        

        
          Page 7 of
9

          
            

          

        

        
          
          

        

         

        
          
            
              	
                      Loto
      Inc.

                    	
                      Subscription
      Agreement - Section 4(2) Exempt
Offering

                    


            

          

           

        

      

      Exhibit
A

      


      Wiring
Instructions

      


      For
Payment of the Purchase Price of the Stock:

       

      The
following are the wire instructions for the account into which the payment of
the Purchase Price for the Stock subscribed should be wired after acceptance of
the Agreement.

       

      FOR
PROPER CREDIT, PLEASE MAKE SURE THAT THE WIRE TRANSFER INFORMATION CLEARLY
INCLUDES THE NAME OF THE SUBSCRIBER OF RECORD.  PLEASE RETAIN A COPY
OF ALL WIRE TRANSFERS INSTRUCTIONS AND CONFIRMATIONS.

       

      
        
          
          

        

        
          Page 8 of
9

          
            

          

        

        
          
          

        

      

      


      Exhibit
“A”

      
        Loto
Inc. - Accredited Investor Certification

        
          
            

          

        

      

       

      TO:        Loto
Inc.  (the “Company”)

      


      The undersigned hereby certifies that
the undersigned, and each beneficial party, if any, on whose behalf the
undersigned is subscribing for Common Stock, satisfies one or more of the
following categories of an Accredited Investor as that term is defined in
Regulation D ("Regulation
D") adopted pursuant to the U.S. Securities Act of 1933,
as amended (the “Securities
Act”).  Please initial beside each definition that
applies.  All monetary references in this Schedule A are in United
States dollars.  Accredited Investor (defined
in Rule 501(a) of Regulation D), includes any person who comes within any of the
following categories at the time of the sale of the securities to that
person.  The investor
should initial beside the portion of the above definition applicable to
it.

      


      
        	
                _______  1.

              	
                Any
      bank as defined in section 3(a)(2) of the Securities Act, or any savings
      and loan association or other institution as defined in section 3(a)(5)(A)
      of the Securities Act whether acting in its individual or fiduciary
      capacity; any broker or dealer registered pursuant to section 15 of the
      Securities Exchange Act of 1934; any insurance company as defined in
      section 2(a)(13) of the Securities Act; any investment company registered
      under the Investment Company Act of 1940 or a business development company
      as defined in section 2(a)(48) of that Act; any Small Business Investment
      Corporation licensed by the U.S. Small Business Administration under
      section 301(c) or (d) of the Small Business Investment Act of 1958; any
      plan established and maintained by a state, its political subdivisions, or
      any agency or instrumentality of a state or its political subdivisions,
      for the benefit of its employees, if such plan has total assets in excess
      of $5,000,000; any employee benefit plan within the meaning of the
      Employee Retirement Income Security Act of 1974 if the investment decision
      is made by a plan fiduciary, as defined in section 3(21) of such act,
      which is either a bank, savings and loan association, insurance company,
      or registered investment adviser, or if the employee benefit plan has
      total assets in excess of $5,000,000 or, if a self-directed plan, with
      investment decisions made solely by persons that are accredited
      investors;

                 

              
	
                _______  2.

              	
                Any
      private business development company as defined in section 202(a)(22) of
      the Investment Advisers Act of 1940;

                 

              
	
                _______  3.

              	
                Any
      organization described in section 501(c)(3) of the Internal Revenue Code,
      corporation, Massachusetts or similar business trust, or partnership, not
      formed for the specific purpose of acquiring the securities offered, with
      total assets in excess of $5,000,000;

                 

              
	
                _______  4.

              	
                Any
      director, executive officer, or general partner of the issuer of the
      securities being offered or sold, or any director, executive officer, or
      general partner of a general partner of that issuer;

                 

              
	
                _______  5.

              	
                Any
      natural person whose individual net worth, or joint net worth with that
      person's spouse, at the time of his purchase exceeds
      $1,000,000;

                 

              
	
                _______  6.

              	
                Any
      natural person who had an individual income in excess of $200,000 in each
      of the two most recent years or joint income with that person's spouse in
      excess of $300,000 in each of those years and has a reasonable expectation
      of reaching the same income level in the current year;

                 

              
	
                _______  7.

              	
                Any
      trust, with total assets in excess of $5,000,000, not formed for the
      specific purpose of acquiring the securities offered, whose purchase is
      directed by a sophisticated person as described in Rule 506(b)(2)(ii)
      and

                 

              
	
                _______  8.

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

              


      

       

      
        
          
            
              
                
                  
                    	 
      
	
                            Print
      Name of Subscriber

                          
	 
	
                            By:

                          	 
      
	
                            Name:

                          	 
      
	 	 
	
                            Address

                          	 
      


                  

                

              

            

          

        

      

       

       

      THIS
IS NOT A PUBLIC DOCUMENT

       

      
        
          
          

        

        
          Page 9 of
9

          
            

          

        

        
          
          

        

      

       

      
        
          Loto
Inc.

        

        
          Series
A Investors (Section 4(2))

        

         

        
          	
                  Name
      of Investor

                	
                  Shares

                  Purchased

                
	
                  Ananindeau
      S.A.

                	
                  2,500,000