Unassociated Document


    LOTO
INC.

    


    SUBSCRIPTION
AGREEMENT

    (Regulation
S)

    


    Common
Stock

    


    US$0.01 Per Share of Common
Stock

    


    
      	
              1.1 

            	
              Subscription.

            


    

    


    
      
        	
              	
                (a)

              	
                The
      undersigned subscriber (the “Subscriber”),
      intending to be legally bound, hereby irrevocably subscribes for and
      agrees to purchase such number of shares of Company Common Stock (the
      “Shares”) as set forth on the signature page hereof, to be issued by Loto
      Inc., a Nevada corporation (the “Company”) in an
      offshore transaction negotiated outside the United States and to be
      consummated and closed outside the United States pursuant to the terms and
      conditions of this Agreement (this “Agreement”).

              


      

    

    


    
      	
               
      

            	
              (b)

            	
              The
      Subscriber acknowledges and agrees that the purchase price
      is US$0.01 (One U.S. Cent) per
Share.

            


    

    


    
      	
              1.2 

            	
              Procedure
      for Purchase of Shares.

            


    

    


    Following
delivery of this Agreement to the Company together with Subscriber’s anti-money
laundering due diligence information, the Company shall make a determination of
acceptance or rejection of the Subscription.  Upon notice of
acceptance of this Agreement, the Subscriber shall deliver to the Company the
full purchase price by wire transfer of immediately available funds in amount
equal to the number of Shares subscribed by the Subscriber and accepted by the
Company (the “Purchase
Price”).  The issuance of the Shares in respect of the
aggregate Purchase Price delivered to the Company shall be rounded to the
nearest whole share.  Wire instructions are attached hereto as Exhibit
A.  The Subscriber shall fax a copy of the wire transfer information
to the Company.

    


    
      	
              1.3 

            	
              Acceptance
      or Rejection.

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Subscriber understands and agrees that the Company reserves the right to
      accept or reject at its sole discretion this Subscription
      Agreement.  The Company reserves the right to accept the
      subscription in part and refund any balance of the Purchase Price for any
      unaccepted portion of the subscription.  At any time prior to
      the Closing the Company may reject or terminate the subscription at any
      time for any reason notwithstanding delivery of notice of acceptance of
      the subscription.  The Company also reserves the right
      exercisable at any time and at its sole discretion to return the Purchase
      Price and cancel the issuance of the Shares if the Company determines that
      issuance of the Shares would cause any actual or potential violation of
      any U.S. laws, rules or regulations or the rules of any stock market,
      securities exchange or securities quotation
  system.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Subscriber understands and agrees that its subscription under this
      Agreement for the Shares is
irrevocable.

            


    

    


    
      	
               
      

            	
              (c)

            	
              In
      the event the sale of the Shares subscribed by the Subscriber is not
      consummated by the Company for any reason (in which event this
      Subscription Agreement shall be deemed to be rejected), this Subscription
      Agreement and any other agreement entered into between the Subscriber and
      the Company relating to this subscription shall thereafter have no force
      or effect and the Company shall promptly return or cause to be returned to
      the Subscriber the Purchase Price remitted to the Company by the
      Subscriber, without interest thereon or deduction therefrom (except for
      third party banking and wire transfer fees), in exchange for the
      Shares.

            


    

    


    
      	
              2.1 

            	
              Closing.

            


    

    


    The
closing (the “Closing”) of the
purchase and sale of the Shares, shall occur following notice of acceptance by
the Company of the Subscriber's subscription.  The Subscriber must
deliver the Purchase Price to the Company within five (5) business days of
notice of acceptance of the Subscription by the Company.  The Company
shall use commercially reasonable efforts to deliver the Stock Certificates
representing the Shares to the Subscriber within ten (10) business days after
the date of receipt of the Purchase Price.  The Closing shall be
deemed to occur upon confirmation of receipt by the Subscriber of the Stock
Certificates representing all purchased Shares.  If the Company does
not receive the Purchase Price from the Subscriber by wire transfer within five
(5) business days of notice of acceptance of the Subscription by the Company,
the Company may at its sole discretion terminate the Subscription Agreement
without recourse by the Subscriber.  A business day is any weekday on
which banks in New York City are open for normal business, which for clarity
excludes Saturdays, Sundays and legal bank holidays.  Delivery of the
Purchase Price by the Subscriber prior to acceptance of the Subscription
Agreement by the Company shall not bind the Company in any way.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              LOTO INC. - SUBSCRIPTION
      AGREEMENT (REGULATION S)

            


    

    


    
      	
              3.1 

            	
              Subscriber
      Representations and Warranties.

            


    

    


    The
Subscriber hereby acknowledges, represents and warrants to, and agrees with, the
Company as follows:

    


    
      	
               
      

            	
              (a)

            	
              The
      Subscriber represents and warrants that it is an individual, or an entity
      regulated under the laws of the jurisdiction set forth on the signature
      page hereto.  The Subscriber acknowledges and agrees that it is
      acquiring the Stock solely for its own account for investment purposes
      only, and not with a view to, or for, resale, distribution or
      fractionalization thereof in whole or in part; and no other person has a
      direct beneficial interest in such Stock or any portion
      thereof.  The Subscriber does not have any contract,
      undertaking, agreement or arrangement with any person to sell, transfer or
      grant participations to such person or to any third person, with respect
      to the Shares for which the Subscriber is subscribing or any part of the
      Shares.  The Subscriber does not control, nor is the Investor
      controlled by or under common control with, any other Subscriber or
      investor in the Company.  No person or persons other than
      Subscriber has a beneficial interest subscribed
  hereunder.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Subscriber has full power and authority to enter into this Agreement, the
      execution and delivery of this Agreement has been duly authorized, if
      applicable, and this Agreement constitutes a valid and legally binding
      obligation of the Subscriber.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      Subscriber is not acquiring the Stock as a result of or subsequent to any
      advertisement, article, notice or other communication published in any
      newspaper, magazine or similar media or broadcast over television or
      radio, or presented at any seminar or meeting, or pursuant to any
      solicitation of a subscription by a person not previously known to the
      Subscriber in connection with investment securities
    generally.

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      Subscriber understands that the Company intends to register the Shares
      under the U.S. Securities Act of 1933, as amended (the “Securities Act”),
      provided, however, there can be no assurance or guarantees with respect to
      effectiveness of such registration and the Company expressly disclaims any
      obligation to assist the Subscriber in complying with the Securities Act
      or the securities laws of any state of the United States or of any foreign
      jurisdiction.

            


    

    


    
      	
               
      

            	
              (e)

            	
              The
      Subscriber is (i) experienced in making investments of the kind described
      in this Agreement and the related documents, (ii) able, by reason of the
      business and financial experience of its officers (if an entity) and
      professional advisors (who are not affiliated with or compensated in any
      way by the Company or any of its affiliates or selling agents), to protect
      its own interests in connection with the transactions described in this
      Agreement, and the related documents, and (iii) able to afford the entire
      loss of its investment in the Shares.  The Subscriber further
      understands that the Company is in inception stage of development and has
      no business or operations, the Company currently has no agreements or
      arrangements with any persons in connection
  therewith.

            


    

    


    
      	
               
      

            	
              (f)

            	
              The
      Subscriber acknowledges its understanding that the offering and sale of
      the Shares is intended to be exempt from registration under the Securities
      Act; (i) The Subscriber acknowledges that the basis for the exemption from
      registration of the Shares may not be present if, notwithstanding such
      representations, the Subscriber is merely acquiring the Shares for a short
      term fixed or short determinable period in the future for less than one
      year, or for a market rise, or for sale if the market does not rise,
      provided, however, the Subscriber reserves the right to make decisions
      regarding disposition of the Shares at its own discretion; (ii) the
      Subscriber has the financial ability to bear the economic risk of his
      investment, has adequate means for providing for his current needs and
      personal contingencies and has no need for liquidity with respect to his
      investment in the Company; (iii) the Subscriber has such knowledge and
      experience in financial and business matters as to be capable of
      evaluating the merits and risks of the prospective investment in the
      Shares;  (iv) the Subscriber represents it has not been
      organized for the purpose of acquiring the Shares; and (v) the Subscriber
      has been provided an opportunity for a reasonable period of time prior to
      the date of signature by the Subscriber of this Subscription to obtain
      additional information concerning the offering of the Shares, the Company
      and all other information to the extent the Company possesses such
      information or can acquire it without unreasonable effort or
      expense.

            


    

    


    
      	
               
      

            	
              (g)

            	
              The
      Subscriber is not relying on the Company, or its affiliates or agents with
      respect to economic considerations involved in this
      investment.  The Subscriber has relied solely on its own
      respective advisors in making an investment
  determination.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      	
              LOTO INC. - SUBSCRIPTION
      AGREEMENT (REGULATION S)

            


    

    


    
      	
               
      

            	
              (h)

            	
              No
      representations or warranties have been made to the Subscriber by the
      Company, or any officer, employee, agent, affiliate or subsidiary of the
      Company, other than the representations of the Company contained herein,
      and in subscribing for the Shares the Subscriber is not relying upon any
      representations other than those contained
  herein.

            


    

    


    
      	
               
      

            	
              (i)

            	
              Any
      resale of the Shares during the distribution compliance period as defined
      in Rule 902(f) to Regulation S shall only be made in compliance with
      exemptions from registration afforded by Regulation S.  Further,
      any such sale of the Shares in any jurisdiction outside of the United
      States will be made in compliance with the securities laws of such
      jurisdiction.  The Subscriber will not offer to sell or sell the
      Shares in any jurisdiction unless the Subscriber obtains all applicable
      required legal consents and regulatory
  approvals.

            


    

    


    
      	
               
      

            	
              (j)

            	
              The
      Subscriber understands that the Shares are being offered and sold in
      reliance on an exemption from the registration requirements of United
      States federal and state securities laws under Regulation S promulgated
      under the Securities Act and that the Company is relying upon the truth
      and accuracy of the representations, warranties, agreements,
      acknowledgments and understandings of the Subscriber set forth herein in
      order to determine the applicability of such exemptions and the
      suitability of the Subscriber to acquire the Shares.  In this
      regard, the Subscriber in its own capacity represents, warrants and agrees
      that: (i) the Subscriber is not a U.S. Person (as defined below) and is
      not an affiliate (as defined in Rule 501(b) under the Securities Act) of
      the Company and is not acquiring the Shares for the account or benefit of
      a U.S. Person.  A U.S. Person means any one of the following:
      (1) any natural person resident in the United States of America; (2) any
      partnership or corporation organized or incorporated under the laws of the
      United States of America; (3) any estate of which any executor or
      administrator is a U.S. person; (4) any trust of which any trustee is a
      U.S. person; (5) any agency or branch of a foreign entity located in the
      United States of America; (6) any non-discretionary account or similar
      account (other than an estate or trust) held by a dealer or other
      fiduciary for the benefit or account of a U.S. person; (7) any
      discretionary account or similar account (other than an estate or trust)
      held by a dealer or other fiduciary organized, incorporated or (if an
      individual) resident in the United States of America; and (8) any
      partnership or corporation if: (A) organized or incorporated under the
      laws of any foreign jurisdiction; and (B) formed by a U.S. person
      principally for the purpose of investing in securities not registered
      under the Securities Act, unless it is organized or incorporated, and
      owned, by accredited investors (as defined in Rule 501(a) under the
      Securities Act) who are not natural persons, estates or trusts; (ii) At
      the time of the origination of contact concerning this Agreement and the
      date of the execution and delivery of this Agreement by the Subscriber,
      the Subscriber were outside of the United States; (iii) the Subscriber
      will not, during the period commencing on the date of issuance of the
      Shares and ending on the first anniversary of such date, or such shorter
      period as may be permitted by Regulation S or other applicable securities
      law (the “Restricted
      Period”), offer, sell, pledge or otherwise transfer the Shares in
      the United States, or to a U.S. Person for the account or for the benefit
      of a U.S. Person, or otherwise in a manner that is not in compliance with
      Regulation S; (iv) the Subscriber will, after expiration of the Restricted
      Period, offer, sell, pledge or otherwise transfer the Shares only pursuant
      to registration under the Securities Act or an available exemption
      therefrom and, in accordance with all applicable state and foreign
      securities laws; (v) the Subscriber was not in the United States, engaged
      in, and prior to the expiration of the Restricted Period and will not
      engage in, any short selling of or any hedging transaction with respect to
      the Shares, including without limitation, any put, call or other option
      transaction, option writing or equity swap; (vi) Neither the Subscriber
      nor or any person acting on his behalf has engaged, nor will engage, in
      any directed selling efforts to a U.S. Person with respect to the Shares
      and the Subscriber and any person acting on his behalf has complied and
      will comply with the offering restrictions requirements of Regulation S
      under the Securities Act; (vii) The transactions contemplated by this
      Agreement have not been pre-arranged with a buyer located in the United
      States or with a U.S. Person, and are not part of a plan or scheme to
      evade the registration requirements of the Securities Act; (viii) Neither
      the Subscriber nor any person acting on their respective behalf have
      undertaken or carried out any activity for the purpose of, or that could
      reasonably be expected to have the effect of, conditioning the market in
      the United States, its territories or possessions, for any of the Shares;
      (ix) the Subscriber agrees not to cause any advertisement of the Shares to
      be published in any newspaper or periodical or posted in any public place
      and not to issue any circular relating to the Shares, except such
      advertisements that include the statements required by Regulation S under
      the Securities Act, and only offshore and not in the U.S. or its
      territories, and only in compliance with any local applicable securities
      laws; (x) the Subscriber consents to the Company making a notation on its
      records or giving instructions to any transfer agent of the Company in
      order to implement the restrictions on transfer of the Shares set forth in
      this Agreement; and (xi) Each certificate representing the purchased
      Shares shall be endorsed with the following legends, in addition to any
      other legend required to be placed thereon by applicable federal or state
      securities laws:

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      	
              LOTO INC. - SUBSCRIPTION
      AGREEMENT (REGULATION S)

            


    

    


    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD TO
NON-U.S. PERSONS, AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”) AND WITHOUT REGISTRATION WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE
UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.  TRANSFER OF
THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO
AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

    


    
      	
               
      

            	
              (k)

            	
              The
      Subscriber is an accredited investor as that term is defined in Rule 501
      of the General Rules and Regulations under the Securities Act by reason of
      Rule 501(a)(3).

            


    

    


    
      	
               
      

            	
              (l)

            	
              The
      Subscriber understands that an investment in the Shares is a speculative
      investment which involves a high degree of risk and the potential loss of
      his entire investment.

            


    

    


    
      	
               
      

            	
              (m)

            	
              The
      Subscriber's overall commitment to investments which are not readily
      marketable is not disproportionate to the Subscriber's net worth, and an
      investment in the Shares will not cause such overall commitment to become
      excessive.

            


    

    


    
      	
               
      

            	
              (n)

            	
              The
      Subscriber has received all documents, records, books and other
      information pertaining to the Subscriber’s investment in the Company that
      have been requested by the Subscriber in writing as such request has been
      delivered to the Company with independent confirmation of receipt by the
      Company from the U.S. Postal Service or international
    courier.

            


    

    


    
      	
               
      

            	
              (o)

            	
              The
      Subscriber represents and warrants to the Company that all information
      that the Subscriber has provided to the Company, including, without
      limitation, the information set forth herein and attached hereto or
      previously provided to the Company is correct and complete as of the date
      of signature and the date of acceptance of this
    Subscription.

            


    

    


    
      	
               
      

            	
              (p)

            	
              The
      Subscriber represents1 and warrants to the
      Company that the consideration tendered by the Subscriber to the Company
      are not and will not be directly or indirectly derived from activities
      that may contravene federal, state and international laws and regulations,
      including anti-money laundering laws; and The OFAC prohibits, among other
      things, the engagement in transactions with, and the provisions 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.  The Subscriber hereby represents and warrants, to the
      best of its knowledge, that none of the Subscriber, any person
      controlling, controlled by, or under common control with, the Subscriber,
      any person having a beneficial interest in the Subscriber, or 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 is an individual or entity that resides or has a place of
      business in a country or territory named on such lists,  a
      senior foreign political figure2, or any immediate
      family member3
      or close associate4 of a senior foreign
      political figure within the meaning of the U.S. Department of Treasury’s
      Guidance on Enhanced Scrutiny for Transactions That May Involve the
      Proceeds of Foreign Official Corruption5 and as referenced
      in the USA Patriot Act of 2001;6 or a "foreign shell
      bank"7 and does
      not transact business with a "foreign shell bank." 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 that, by law, the
      Company may be obligated to "freeze the account" of such Subscriber,
      either by prohibiting additional amounts, declining any redemption
      requests and/or segregating the assets in the account in compliance with
      governmental regulations, and the Company may also be required to report
      such action and to disclose the Subscriber’s identity to OFAC. The
      Subscriber understands that the Company may not accept any contributed
      amounts from the Subscriber if the Subscriber cannot make the
      representation set forth above and the Company may return any amounts to
      Subscriber if the information provided to the Company is incomplete or is
      deemed suspicious.  The Subscriber represents and warrants that
      the acceptance of the Subscriber's Subscription Agreement together with
      the appropriate remittance will not breach any applicable anti-money
      laundering rules and regulations.  The Subscriber undertakes to
      provide verification of its identity reasonably satisfactory (on a
      confidential basis), to the Company and/or any entity acting on the
      Company’s behalf in respect of the acceptance of subscriptions, promptly
      on request.

            


    

     

    
      
        

      

      1 The Subscriber should check the U.S.
Treasury Department’s Office of Foreign Assets Control ("OFAC") website at
http://www.treas.gov/ofac before making the
representations.

    

    
      2 A
“senior foreign political figure” is defined as a current or former official in
the executive, legislative, administrative, military or judicial branches of a
non-U.S. government (whether elected or not), a senior official of a major
non-U.S. political party, or a senior executive of a non-U.S. 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
figure’s 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.

    

    
      5 Please see http://www.federalreserve.gov/boarddocs/srletters/2001/sr0103a1.pdf for a more extensive discussion of the
referenced terms and definitions.

    

    
      6 The
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Pub. I. No. 107-56
(2001).

    

    7 A “foreign
shell bank” is a foreign bank that does not have a physical presence in any
country

     

    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    
      	
              LOTO INC. - SUBSCRIPTION
      AGREEMENT (REGULATION S)

            


    

    


    
      	
               
      

            	
              (q)

            	
              The
      Subscriber is aware that no federal or state agency has (i) made any
      finding or determination as to the fairness of this investment, (ii) made
      any recommendation or endorsement of the Shares or the Company, or (iii)
      guaranteed or insured any investment in the Shares or any investment made
      by the Company.

            


    

    


    
      	
               
      

            	
              (r)

            	
              The
      Subscriber understands that the price of the Shares offered hereby bear no
      relation to the assets, book value or net worth of the Company and were
      determined arbitrarily by the Company. The Subscriber further understands
      that there is a substantial risk of further dilution on his or its
      investment in the Company.

            


    

     

    
      	
              4.0 

            	
              The
      Company represents and warrants to the Subscriber as
    follows:

            


    

    


    
      	
               
      

            	
              4.1

            	
              Organization
      of the Company.  The Company is a corporation duly organized and
      validly existing and in good standing under the laws of the State of
      Nevada, and has all requisite power and authority to own, lease and
      operate its properties and to carry on its business as now being
      conducted.

            


    

    


    
      	
               
      

            	
              4.2

            	
              Authority.  (a)
      The Company has the requisite corporate power and authority to enter into
      and perform its obligations under this Agreement and to issue the Shares;
      (b) the execution and delivery of this Agreement by the Company and the
      consummation by it of the transactions contemplated hereby and thereby
      have been duly authorized by all necessary corporate action and no further
      consent or authorization of the Company or its Board of Directors is
      required; and (c) this Agreement has been duly executed and delivered by
      the Company and constitutes a valid and binding obligation of the Company
      enforceable against the Company in accordance with its terms, except as
      such enforceability may be limited by applicable bankruptcy, insolvency,
      or similar laws relating to, or affecting generally the enforcement of,
      creditors' rights and remedies or by other equitable principles of general
      application.

            


    

    


    
      	
               
      

            	
              4.3

            	
              Share
      Capitalization. As of the date of acceptance of this Subscription, the
      authorized capital stock of the Company consists of 100,000,000 shares of
      common stock.  All the outstanding shares are validly issued and
      are fully paid and nonassessable.  The Common Stock has a par
      value US$0.001 per share (the “Common Stock”).  Par Value is a
      nominal value that is a vestige of creditors’ rights laws that was
      arbitrarily assigned to the shares of Common Stock for purposes of
      compliance with applicable state law at the date of the Company’s
      incorporation. It bears no direct relationship to the market value of the
      stock, or the Purchase Price of the Common Stock, or any ultimate sale or
      disposition value which may be derived from the Common
    Stock.

            


    

    


    
      	
               
      

            	
              4.4

            	
              Exemption
      from Registration; Valid Issuances.  The sale and issuance of
      the Shares, on the basis of the representations and warranties of the
      Subscriber set forth herein, may and shall be properly issued by the
      Company to the Subscriber pursuant to Section 4(2), Regulation S and/or
      any applicable U.S state law.  When issued and paid for as
      herein provided, the Shares shall be duly and validly issued, fully paid,
      and nonassessable. Neither the sales of the Shares pursuant to, nor the
      Company's performance of its obligations under, this Agreement shall (a)
      result in the creation or imposition of any liens, charges, claims or
      other encumbrances upon the Shares or any of the assets of the Company, or
      (b) entitle the other holders of the Common Stock of the Company to
      preemptive or other rights to subscribe to or acquire the Common Stock or
      other securities of the Company.

            


    

    


    
      	
               
      

            	
              4.5

            	
              No
      General Solicitation or Advertising in Regard to this Transaction. Neither
      the Company nor any of its affiliates nor any person acting on its or
      their behalf (a) has conducted or will conduct any general solicitation
      (as that term is used in Rule 502(c) of Regulation D) or general
      advertising with respect to any of the Shares, or (b) made any offers or
      sales of any security or solicited any offers to buy any security under
      any circumstances that would require registration of the Common Stock
      under the Securities Act.

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      
        	
                LOTO INC. - SUBSCRIPTION
      AGREEMENT (REGULATION
S)

              


      

    

    


    
      	
               
      

            	
              4.6

            	
              No
      Conflicts. The execution, delivery and performance of this Agreement by
      the Company and the consummation by the Company of the transactions
      contemplated hereby, including without limitation the issuance of the
      Shares, do not and will not (a) result in a violation of the Certificate
      or By-Laws of the Company or (b) conflict with, or constitute a material
      default (or an event that with notice or lapse of time or both would
      become a material default) under, or give to others any rights of
      termination, amendment, acceleration or cancellation of, any material
      agreement, indenture, instrument or any "lock-up" or similar provision of
      any underwriting or similar agreement to which the Company is a party, or
      (c) result in a violation of any federal, state, local or foreign law,
      rule, regulation, order, judgment or decree (including federal and state
      securities laws and regulations)applicable to the Company or by which any
      property or asset of the Company is bound or affected (except for such
      conflicts, defaults, terminations, amendments, accelerations,
      cancellations and violations as would not, individually or in the
      aggregate, have a material adverse effect on the business, operations,
      properties, prospects or condition (financial or otherwise) of the
      Company) nor is the Company otherwise in violation of, conflict with or in
      default under any of the foregoing. The Company is not required under U.S.
      federal, state or local law, rule or regulation to obtain any consent,
      authorization or order of, or make any filing or registration with, any
      court or governmental agency in order for it to execute, deliver or
      perform any of its obligations under this Agreement or issue and sell the
      Common Stock in accordance with the terms hereof (other than any SEC, NASD
      or state securities filings that may be required to be made by the Company
      subsequent to the Closing); provided that, for purposes of the
      representation made in this sentence, the Company is assuming and relying
      upon the accuracy of the relevant representations and agreements of the
      Subscriber herein.

            


    

    


    
      	
              5.1

            	
              Registration.  The
      Subscriber acknowledges that the Shares are restricted.  The
      Company undertakes to use commercially reasonable efforts to register the
      Shares with the U.S. Securities and Exchange Commission (the “SEC”),
      provided, however, any and all determinations regarding such registration
      shall be made at the sole discretion of the Company.  The
      Subscriber expressly acknowledges and agrees that there can be no
      assurance the Company will be able to successfully obtain a declaration of
      effectiveness from the SEC with respect to a registration statement for
      the Shares or to facilitate the trading of the Shares on any market at any
      time.  The Company may defer, cease or withdraw registration of
      the Shares at any time for any reason.  The Company makes no
      undertakings in respect of maintaining the effectiveness of any
      registration of the Shares if granted by the SEC.  The
      Subscriber agrees to promptly cooperate with any and all requests by the
      Company to provide information responsive to preparation, filing and
      requests for effectiveness of the registration statement for the
      Shares.  The Subscriber will comply with any and all laws, rules
      and regulations pertaining to such registration and in regard to any and
      all offers, solicitations, sales or trading of such
  Shares.

            


    

    


    
      	
              6.1

            	
              Indemnity.  The
      Subscriber agrees to indemnify and hold harmless the Company, its officers
      and directors, employees and its affiliates and their respective
      successors and assigns and each other person, if any, who controls any
      thereof, against any loss, liability, claim, damage and expense whatsoever
      (including, but not limited to, any and all expenses whatsoever reasonably
      incurred in investigating, preparing or defending against any litigation
      commenced or threatened or any claim whatsoever) arising out of or based
      upon any false representation or warranty or breach or failure by the
      Subscriber to comply with any covenant or agreement made by the Subscriber
      herein or in any other document furnished by the Subscriber to any of the
      foregoing in connection with this transaction.  The Subscriber
      releases, indemnifies and holds harmless the Company’s attorney in
      connection with receipt of the Purchase Price to the attorney trust
      account and transmission of such funds to the
  Company.

            


    

    


    
      	
              6.2

            	
              Modification.  Neither
      this Agreement nor any provisions hereof shall be modified, discharged or
      terminated except by an instrument in writing signed by the party against
      whom any waiver, change, discharge or termination is
    sought.

            


    

    


    
      	
              6.3

            	
              Notices.  Any
      notice, demand or other communication which any party hereto may be
      required, or may elect, to give to party hereto shall be sufficiently
      given if (a) sent by registered or certified mail, return receipt
      requested, addressed to such address as provided herein, (b) Sent by
      internationally recognized courier with confirmation of delivery or
      evidence of refusal; or (c) delivered personally at such
      address.  In the case of the Company, all notices shall be
      deemed given two business days after mailing to the Subscriber; and in the
      case of the Subscriber, all notices shall be deemed given to the Company
      upon written confirmation of receipt by the Company.  The
      Company may give notice of acceptance of this Subscription by verbal
      advice, e-mail or fax to any address or phone number provided to the
      Company by the Subscriber on the Signature page
  below.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    
      
        	
                LOTO INC. - SUBSCRIPTION
      AGREEMENT (REGULATION
S)

              


      

    

    


    
      	
              6.4

            	
              Counterparts.  This
      Agreement may be executed through the use of separate signature pages or
      in any number of counterparts and by facsimile, and each of such
      counterparts shall, for all purposes, constitute one agreement binding on
      all parties, notwithstanding that all parties are not signatories to the
      same counterpart. Signatures may be facsimiles or electronically scanned
      copies which shall be deemed to have the same full force and effect as a
      manually signed original thereof.

            


    

    


    
      	
              6.5

            	
              Binding
      Effect.  Except as otherwise provided herein, this Agreement
      shall be binding upon and inure to the benefit of the parties and their
      heirs, executors, administrators, successors, legal representatives and
      assigns.  If the Subscriber is more than one person, the
      obligation of the Subscriber shall be joint and several and the
      agreements, representations, warranties and acknowledgments herein
      contained shall be deemed to be made by and be binding upon each such
      person and his heirs, executors, administrators and
      successors.  The representations and warranties of the
      Subscriber shall survive the execution and delivery hereof and the
      Closing.

            


    

    


    
      	
              6.6

            	
              Entire
      Agreement.  This Agreement and the documents referenced herein
      contain the entire agreement of the parties and there are no
      representations, covenants or other agreements except as stated or
      referred to herein and therein.

            


    

    


    
      	
              6.7

            	
              Assignability.  This
      Agreement is not transferable or assignable by the Company or the
      Subscriber.

            


    

    


    
      	
              6.8

            	
              Applicable
      Law.  This Agreement shall be governed by and construed in
      accordance with the laws of the State of New York, without giving effect
      to conflicts of law principles.  The invalidity or
      unenforceability of any provision of this Agreement shall not affect the
      validity or enforceability of any other provision of this
      Agreement.  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.

            


    

    


    
      	
              6.9

            	
              Pronouns.  The
      use herein of the masculine pronouns "him" or "his" or similar terms shall
      be deemed to include the feminine and neuter genders as well and the use
      herein of the singular pronoun shall be deemed to include the plural as
      well.

            


    

    


    [
Signature Page Follows ]


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	
              LOTO INC. - SUBSCRIPTION
      AGREEMENT (REGULATION S)

            


    

     

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

    


    US$.01
Per Share

    Common
Stock

    (Regulation
S)

    

      Purchase
of 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:

                    


            

          

        

      

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
              LOTO INC. - SUBSCRIPTION
      AGREEMENT (REGULATION S)

            


    

     

    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.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      
         Loto
Inc.

      

      
        Series
A Investors (Regulation S)

      

      


      
        	
                Name
      of Investor

              	
                Shares

                Purchased

              
	
                NAC
      Investments Ltd.

              	
                2,500,000

              
	
                2207496
      Ontario Inc.

              	
                2,500,000

              
	
                1476448
      Ontario Inc.

              	
                2,500,000

              
	
                2207846
      Ontario Limited

              	
                2,500,000

              
	
                2208155
      Ontario Inc.

              	
                2,500,000

              


      

      

        
          
             


          

          
            10