Toga Ltd. (fka TOGL)

[Enterprising Investor]

Termination of a Material Definitive Agreement (12/05/12)

On December 5, 2012, the Company executed and entered into a Termination and Release Agreement (the “Termination Agreement”) with Latitude Global, Inc., a privately-held company incorporated in Florida (“Latitude Global”), for the purpose of mutually terminating an Agreement and Plan of Merger (the “Merger Agreement”) with Latitude Global and Latitude Global Acquisition Corp., a Florida corporation, which was our wholly-owned subsidiary, and which was dissolved in the State of Florida, by administrative dissolution, on September 28, 2012 (“Merger Sub”). Under the terms of the Merger Agreement, Latitude Global was to merge with and into Merger Sub and thereafter become our wholly-owned subsidiary and the business of Latitude Global would have become the business of the Company. As a result of the Termination Agreement, the Company’s plans to consummate a merger between Merger Sub and Latitude Global were terminated.

Pursuant to the provisions of the Termination Agreement, as a condition to the termination of the Merger Agreement, Latitude Global has agreed to reimburse the Company, in the aggregate amount of $47,500, for its expenses relating to the Merger Agreement, including legal fees. Latitude Global has agreed to pay this amount in six equal consecutive monthly installments of $7,916.66 each, the first of which is expected to be paid on or around December 11, 2012. Additionally, the Company and Latitude Global have each executed Releases, in favor of the other, relating specifically to liabilities and obligations under the Termination Agreement. These Releases were effective as of December 6, 2012.

http://www.sec.gov/Archives/edgar/data/1378125/000135448812006373/0001354488-12-006373-index.htm