Loto Inc. Standby Commitment AgreementStandby Commitment Agreement • August 5th, 2009 • Loto Inc. • Services-prepackaged software • New York
Mhalka Capital Investments Ltd. (“Mhalka”) and 1476448 Ontario Inc. (“1476448 Ontario” and together with Mhalka, each a “Lender” and collectively, the “Lenders”) intending to be legally bound, hereby irrevocably agree, that they shall jointly and severally provide Loto Inc., a Nevada corporation (the “Company”), up to an aggregate of One Million Five Hundred Thousand U.S. Dollars (US$1,500,000) (the “Commitment Amount”) pursuant to the terms and conditions set forth herein (this “Agreement”). The Commitment Amount may be drawn by the Company, at its option (as determined by the members of the Board of Directors of the Company) at any time prior to September 30, 2010 in monthly tranches in accordance with the Company’s business plan in effect as of the date hereof; provided, however, that the Commitment Amount shall be reduced by the aggregate cash proceeds received by the Company after the date hereof derived from the issuance of any equity securities and gross revenues.
