Toga Ltd. (fka TOGL)

[56Chevy]

ARTICLE II

EFFECT OF THE MERGER ON CAPITAL STOCK

2.1. Conversion of Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the parties or the registered holders of any shares of capital stock of the Company (each a “Company Stockholder,” and collectively, the “Company Stockholders”):

(a) Subject to adjustment at Closing as may be required hereunder, each share of common stock of LG, par value $0.001 per share, (the “LG Common Stock”), assuming that there are no shares of LG Common Stock that are Dissenting Shares, shall be converted into the right to receive approximately 0.1981662 (the “Conversion Rate”) of a fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”). To the extent that there are any Dissenting Shares, the Conversion Rate shall be appropriately adjusted, along with any other adjustments provided for in this Agreement, so that immediately after the Effective Time, the LG Stockholders and the holders of LG Exchange Convertible Notes shall own, in the aggregate, ninety-five percent (95%) of the issued and outstanding shares of the Company Common Stock, on a fully diluted basis, without giving effect to the shares of Company Common Stock underlying the Regent Convertible Notes. The number of shares of Company Common Stock issued to each stockholder of LG (each an “LG Stockholder” and collectively the “LG Stockholders”) in accordance with this Section 2.1(a) shall hereafter be referred to as the “Merger Shares”. At the Effective Time, all shares of LG Common Stock, other than any shares of LG Common Stock that are Dissenting Shares, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each LG Stockholder shall cease to have any rights with respect thereto, except the right to receive the Merger Shares.

3.21. Absence of Liabilities. As of September 30, 2011, the date of LG’s most recent consolidated balance sheet, except as set forth on such consolidated balance sheet or on Schedule 3.21, neither LG nor any of its Subsidiaries has any debts, liabilities or obligations of any kind, whether accrued, absolute, contingent or otherwise, and whether due or to become due.