AMENDMENT
TO CONDITIONAL WARRANT
This
Amendment to Conditional Warrant (the “ 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 Conditional Warrant number F08-2
dated February 27, 2008 (“ Warrant ”), issued to
the Investor pursuant to that certain Securities Purchase Agreement
dated February 19, 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
Warrant shall be amended, 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:
With
effect on the Closing under the Purchase Agreement, the Warrant is
hereby amended as follows:
(a)
The opening paragraph of the Warrant shall be deleted in its
entirety and replaced by the following:
Organic
To Go Food Corporation, a Delaware corporation (the
"Company" ), hereby certifies that, for value received,
W.Health L.P., a limited partnership organized under the laws of
the Bahamas or its registered assigns (the "Holder" ), is
entitled to purchase from the Company such number of shares of
Common Stock, calculated as of the initial Date of Exercise, equal
to twenty percent (20%) of the total number of outstanding shares
of capital stock of Company on a fully diluted basis, taking into
account the issuance of Conditional Warrant Share hereunder,
determined in accordance with the treasury stock method under
United States Generally Ac
