REDEMPTION AGREEMENT

THIS REDEMPTION AGREEMENT (this “Agreement”) is made and entered into as of , 2017 (the “Effective Date”), by and between Toga Capital Sdn. Bhd. (“Company”) and (the “Agent”).

WHEREAS, prior to the date hereof the Company subscribed to purchase from Toga Limited, a Delaware corporation (“Toga Limited”) up to 1.2 billion (1,200,000,000) shares of the common stock (the “Toga Common Stock”);

WHEREAS, from time to time, the Company may owe the Agent commissions for services provided by the Agent to the Company;

WHEREAS, as of the Effective Date, the Company owes commissions to the Agent in the aggregate amount of $______(USD) (“Total Commissions”);

WHEREAS, the Agent desires to redeem his/her right to receive the sum of $______(USD) out of the Total Commissions (the “Redemption Price”) in exchange for ______shares of the Toga Common Stock (the “Redeemed Shares”) at a redemption price of $0.01 USD per each share of Toga Common Stock;

NOW, THEREFORE, in consideration of the premises and mutual promises, covenants, representations and warranties contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.The Redemption.

(a) As of the Closing, the Agent hereby redeems all rights in, and to, commissions owed to the Agent by the Company in the amount of the Redemption Price in exchange for the Redeemed Shares.

(b) As of the Closing, in exchange for the Agent’s redemption of all rights in, and to, commissions owed to the Agent by the Company in the amount of the Redemption Price, Company will deliver to the Agent certificates representing the Redeemed Shares.

2. Closing. The closing of the Redemption shall be effected upon the taking of the actions described in Section 1 (the “Closing”) and shall take place at the offices of [______], or such other place as the parties shall agree.

3. Representations and Warranties of the Agent. The Agent represents and warrants to the Company as follows:

(a) Binding Agreement. The Agent has the capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement (a) has been duly executed and delivered by the Agent and (b) is a legal, valid and binding obligation of the Agent, enforceable against the Agent in accordance with its terms.

(b) No Conflict. None of the execution, delivery or performance of this Agreement by the Agent or the consummation of the transactions contemplated hereby or thereby will (i) result in the breach of, or constitute a default under, any contract, agreement or instrument to which the Agent is bound or result in the creation of a security interest, lien, charge, encumbrance, or claim with respect to any commissions owed to the Agent by the Company, (ii) require any consent, authorization or approval of any person, or (iii) violate or conflict with any writ, injunction or decree applicable to the Agent or, to the extent applicable, any commissions owed to the Agent by the Company.

(c) Federal Securities Laws Matters. The Agent acknowledges receipt of advice from the Company that (i) the Redeemed Shares have not been registered under the Securities Act of 1933 (the “Securities Act”), (ii) the Redeemed Shares must be held indefinitely and the Agent must continue to bear the economic risk of the investment in the Redeemed Shares unless such Redeemed Shares are subsequently registered under the Securities Act, or an exemption from such registration is available, (iii) when and if the Redeemed Shares may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of such rule, (iv) if the exemption afforded by Rule 144 is not available, public sale of the Redeemed Shares without registration will require the availability of an exemption under the Securities Act, and (v) a notation may be made in the appropriate records of Toga Limited indicating that the Redeemed Shares are subject to restrictions on transfer and an appropriate stop-transfer restriction will be issued to such transfer agent with respect to the Redeemed Shares.

(d) Agent Status. The Agent (and each beneficial Agent for whom it is acting) is redeeming the Redeemed Shares as principal for its own account, not for the benefit of any other person and not with a view to the resale, distribution or other disposition of all or any of the Redeemed Shares, and it is not a resident of the United States and by virtue thereof is a “non-U.S. person” as defined in Regulation S under the Securities Act (and as set forth in Schedule “A” attached hereto, which is incorporated herein in its entirety), and confirms that the redemption of the Redeemed Shares by the Agent is not in violation of any applicable laws of its jurisdiction of residence, and the Agent hereby makes the statements set forth in Schedule “A” attached to this Agreement indicating the means by which the Agent is a “non-U.S. Person” and confirms the truth and accuracy of all statements made by the Agent in Schedule “A”.

(e) No Guaranty of Available Toga Common Stock. Even though the Agent has delivered this Redemption Agreement, the Agent may not be able to redeem all rights in, and to, commissions owed to the Agent by the Company in the amount of the Redemption Price in exchange for the Redeemed Shares or any shares of Toga Common Stock if another Agent (or Agents) has previously paid for all of the Toga Common Stock by redeeming all rights in, and to, certain commissions owed to such Agents by the Company (whether or not such Agents delivered their redemption document to the Company before or after Agent).

4. Representations and Warranties of the Company. The Company represents and warrants as follows:

(a) Corporate Authority, etc. The Company has all requisite corporate power and authority to enter into this Agreement and perform all of its obligations hereunder and to carry out the transactions contemplated hereby.

(b) Actions Authorized. The Company has taken all corporate actions necessary to authorize it to enter into this Agreement and perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution, and delivery of this Agreement by the Agent, constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).

5. Miscellaneous.

(a) Termination. If the closing of the Offering does not occur by such date as is determined by the Company in its sole discretion, this Agreement shall terminate automatically upon notice from the Company to the Agent, delivered to the Agent at the address set forth on the signature page hereto.

(b) Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement and their respective successors or permitted assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(c) Amendments. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

(d) Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by either the Company or the Agent without the prior written consent of the Company. The Agent acknowledges and agrees that Toga Limited may rely on the statements of the Agent set forth in Schedule “A” hereto.

(e) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (United States) (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof). Any dispute relating to this Agreement shall be brought exclusively in the state or federal courts in the State of Delaware (United States). By execution and delivery of this Agreement, with respect to any such dispute, each party knowingly, voluntarily and irrevocably: (i) consents, for itself and in respect of its this Section 5(e).


SCHEDULE “A”

CERTIFICATE OF NON-U.S. PERSON

In connection with the Redemption Agreement, entered into by and between Toga Capital Sdn. Bhd., a Malaysian entity (“Toga Capital”), and Toga Limited, a Delaware corporation (“Toga Limited”), dated , 20 , (the “Redemption Agreement”) to which this Schedule A is attached, the Agent covenants, represents and warrants to Toga Capital and Toga Limited that:

  1. The representations and warranties contained herein are made by the Agent with the intent that they may be relied upon by Toga Capital and Toga Limited in determining the Agent’s suitability as a purchaser of shares of Toga Limited (the “Redeemed Shares”).
  2. The Agent confirms that the purchaser of the Redeemed Shares, in accordance with the terms of the Redemption Agreement, occurred in an “offshore transaction” in that:

(a)The Agent is not an “entity” in the United States;

(b)At the time the Redemption Agreement was entered into (which this Schedule “A” is a part), and as of the effective date of the Redemption Agreement, the Agent was outside of the United States;

(c)The Agent is not a U.S. Person. For purposes hereof, “U.S. Person” means:

(i)any natural person resident in the United States;

(ii)any partnership or corporation organized or incorporated under the laws of the United States;

(iii)any estate of which any trustee is a U.S. Person;

(iv)any trust of which any trustee is a U.S. Person;

(v)any agency or branch of a foreign entity located in the United States;

(vi)any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if any individual) resident in the United States; and

(vii)any partnership or corporation if:

(a)organized or incorporated under the laws of any foreign jurisdiction; and