0001144204-10-021650 Sample Contracts

FINANCING TENDER & CANCELLATION AGREEMENT
Financing Share Tender & Cancellation Agreement • April 22nd, 2010 • Loto Inc. • Services-prepackaged software

This Financing Share Tender & Cancellation Agreement (the “Agreement”) is effective as of the date set forth on the signature page hereto by and among Loto Inc., a corporation incorporated in the State of Nevada (referred to herein as “Loto” and the “Company”) and each of the signatory shareholders hereto (each, a “Shareholder” and collectively, the “Shareholders”).

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STOCK PURCHASE AGREEMENT Private Purchase and Sale of Common Stock of Loto Inc.
Stock Purchase Agreement • April 22nd, 2010 • Loto Inc. • Services-prepackaged software • New York
NOVATION LOTO INC. FOUNDERS’ AGREEMENT
Founders' Agreement • April 22nd, 2010 • Loto Inc. • Services-prepackaged software

This Novation to the Founders’ Agreement (this “Novation”) is made as of April 19, 2010, by and between Loto Inc. (the “Company”), Mhalka Capital Investments Ltd. (“Mhalka”), A Few Brilliant Minds Inc. (the “Inventor”) and 2238646 Ontario Inc. (the “Ontario Company” and together with the Company, Mhalka, and the Inventor, the “Parties”).

LOTO INC. STANDBY COMMITMENT AGREEMENT
Standby Commitment Agreement • April 22nd, 2010 • Loto Inc. • Services-prepackaged software

This Novation to the Standby Commitment Agreement (this “Novation”) is made as of April 19, 2010, by and between Loto Inc. (the “Company”), Mhalka Capital Investments Ltd. (“Mhalka”), 1476448 Ontario Inc. (“1476448 Ontario”) (“1476448 Ontario”) and 2238646 Ontario Inc. (“2238646 Ontario” and together with the Company, Mhalka, and 1476448 Ontario, the “Parties”).

SHARE TENDER AND CANCELLATION AGREEMENT re Option Grants
Share Tender and Cancellation Agreement • April 22nd, 2010 • Loto Inc. • Services-prepackaged software

THIS SHARE TENDER AND CANCELLATION AGREEMENT (the “Agreement”) is effective as of the 19th day of April, 2010 by and among Loto Inc., a corporation incorporated in the State of Nevada (referred to herein as “Loto” and the “Company”) and each of the signatory shareholders hereto (the “Shareholders”).

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