THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE
SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING
TRANSACTIONS INVOLVING THIS NOTE MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE SECURITIES ACT. THIS NOTE MUST BE SURRENDERED
TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO
THE SALE, PLEDGE, HYPOTHECATION OR ANY OTHER TRANSFER OF ANY
INTEREST IN THIS NOTE.
ORGANIC TO GO FOOD
CORPORATION
SECURED PROMISSORY
NOTE
|
$3,000,000.00
|
November __, 2008
|
Seattle, Washington
FOR VALUE RECEIVED, Organic To Go Food
Corporation, a Delaware corporation (the “
Company ”) promises to pay to W.Health L.P.,
a limited partnership organized under the laws of the Bahamas
(“ Investor ”), or its registered
assigns, in lawful money of the United States of America the
principal sum of Three Million Dollars ($3,000,000.00) (the “
Principal Amount ”), together with interest
from the date hereof on the Principal Amount at the rate of fifteen
percent (15%) per annum, compounded yearly and accruing daily, on
or prior to May __, 2009 (the “ Maturity
Date ”) in accordance with the terms hereof. This
Note has been issued pursuant to the Note Purchase Agreement, dated
as of November __, 2008 (as amended, modified or supplemented, the
“ Note Purchase Agreement ”) between
the Company and the Investor and is secured by a lien on all the
tangible and intangible assets of the Company.
1.
Prepayment
. The entire Principal Amount and/or
any interest hereon may be prepaid in whole or in part by the
Company at any time. Any payments under this Promissory Note prior
to the Maturity Date shall be applied first to accrued interest and
then to principal.
2.
Event of
Default . If
an Event of Default (as defi
