AMENDMENT
TO THE NOTES
This
Amendment to the Notes (this “Amendment”) is entered
into this __ day of February, 2009, between Organic To Go Food
Corporation, a Delaware corporation (the “ Company
”), and W.Health L.P., a limited partnership organized under
the laws of the Bahamas (the “ Investor
”).
Reference
is hereby made to (i) that certain Convertible Promissory Note in
the amount of $5,000,000, dated June 17, 2008, that certain
Convertible Promissory Note in the amount of $2,000,000, dated
September 5, 2008, and that certain Convertible Promissory Note in
the amount of $3,000,000, dated October 3, 2008 (each a “
Note ” and collectively, the “ Notes
”), each issued to the Investor pursuant to that certain Note
and Warrant Purchase Agreement dated as of June 1, 2008; and (ii)
the Note Purchase Agreement by and between the Company and the
Investor dated as of February 11, 2009 (the “ Purchase
Agreement ”). Capitalized terms used herein
but not defined shall have the meanings attributed thereto in the
Purchase Agreement.
WHEREAS,
as a condition to the Closing under the Purchase Agreement, the
Company and the Investor have agreed to amend the Notes as set
forth below.
NOW,
THEREFORE, for the promises set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
Effective
upon the Closing under the Purchase Agreement, each Note is hereby
amended to add a new paragraph 2(h) as follows:
Upon
the closing of the transactions contemplated by that certain Note
Purchase Agreement by and between the Company and the Investor
dated as of February 11, 2009 (the “ Purchase
Agreement ”), the principal balance of thi
|
