AMENDMENT TO SECURED PROMISSORY NOTE
AMENDMENT TO SECURED
PROMISSORY NOTE
This
Amendment to Secured Promissory Note (the “Amendment”) is
entered into this ___ day of February, 2009, between Organic To Go Food
Corporation, a Delaware corporation (the “Company”), and
X.Xxxxxx L.P., a limited partnership organized under the laws of the Bahamas
(the “Investor”).
Reference
is hereby made to (i) that certain Secured Promissory Note in the amount of
$3,000,000 dated December 2, 2008, issued to the Investor pursuant to that
certain Note Purchase Agreement, dated as of November 18, 2008 (the “Note”), 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 shall have amended the Note, such that the maturity date (the “Maturity
Date”) under the Note shall be extended to March 17, 2010.
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:
1. Amendment
to Note
With
effect upon the Closing of the Purchase Agreement, the Note is amended as
follows:
In the
opening paragraph of the Note, the Maturity Date shall be changed from “June 2,
2009” to “March 17, 2010.”
2. Miscellaneous
(a) Entire Agreement and
Amendments. This Amendment constitutes the entire agreement of
the parties with respect to the subject matter hereof and neither this Amendment
nor any provision hereof may be waived, modified, amended or terminated except
by a written agreement signed by the Company and the Investor. To the
extent any term or other provision of any other agreement or instrument by which
any party hereto is bound conflicts with this Amendment, this Amendment shall
have precedence over such conflicting term or provision.
(b) Governing
Law. This Amendment and the rights and obligations of the
parties hereunder shall be construed in accordance with and governed by the laws
of the State of California, without giving effect to the conflict of law
principles thereof.
(c) Counterparts. This
Amendment may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to Note to be
duly executed by their respective authorized signatories as of the date first
indicated above.
ORGANIC TO GO FOOD CORPORATION | |||
By:
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Name:
Xxxxx Xxxxx
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Title:
Chairman and Chief Executive Officer
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X.XXXXXX
L.P.
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By:
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Xx.
Xxxxxx Xxxxxxx
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Director, Inventages Whealth Management, Inc., as General Partner of X.Xxxxxx L.P. | |||
By:
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Dr. Xx. Xxxxxxxx Xxxxxxxxxxxxx | |||
Director, Inventages Whealth Management, Inc., as General Partner of X.Xxxxxx L.P. | |||
[Signature
Page to Amendment to Secured Promissory Note dated 02 Dec 2008]