Toga Limited (OTCPK:TOGL) entered into stock purchase agreement to acquire an unknown stake in Eostre Sdn. Bhd from Toh Kok Soon, Lim Jun Hao and an another current shareholder on May 31, 2020. Under the terms of the consideration, Toga will acquire 100% of the equity of Eostre (comprised of 5,000,000 ordinary shares of stock, par value of RM 1.00 per share) for MYR 5 million. The Acquisition is expected to be completed in two phases to meet certain regulations under Malaysian law.  In the first phase, (i) Toga will acquire 20% of Eostre, consisting of 1 million ordinary shares of stock; (ii) Toh and Lim will acquire 20% (1 million ordinary shares) and 25% (1.3 million ordinary shares) of Eostre, respectively; and (iii) a current owner of Eostre will acquire the balance of 1.4 million shares, which, combined with his current ownership of 0.4 million ordinary shares, will result in his owning 35% (1.8 million ordinary shares) of Eostre.Toh, Lim, and the current owner of Eostre will be referred to herein as the “Individual Purchasers.” Toga will deposit the Purchase Price directly into the bank account of Eostre, which will be controlled by the Company or its designees subsequent to the closing date of the first phase. Pursuant to the Stock Purchase Agreements, The Individual Purchasers will execute demand notes in favor of the Company for their respective portions of the Purchase Price. Such demand notes will bear interest at a rate of 4% per annum. In addition, the Individual Purchasers will each execute a security and pledge agreement in favor of the Company pledging their shares in Eostre as collateral, until such time as the second phase is completed. The Individual Purchasers will also grant irrevocable proxies to the Company to vote their shares in Eostre until such time as the second phase of the Acquisition is completed. In the second phase of the Acquisition, the promissory notes issued Individual Purchasers will be cancelled and deemed paid in full, and the remaining 80% of the equity in Eostre will be transferred to the Company. The second phase of the Acquisition is expected to close as soon as practicable after the six-month anniversary of the signing date of the Stock Purchase Agreements. The transaction is subject to approvals from the Malaysian Ministry of Trade.