EX 10.5


     

     

    EXHIBIT
      10.5

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this "Agreement")
      is made
      and entered into as of June [ ], 2008, by and among Organic To Go Food
      Corporation, a Delaware corporation (the "Company"),
      and
      the investor signatory hereto (the "Investor").

     

    This
      Agreement is made pursuant to the Note and Warrant Purchase Agreement among
      the
      Company and the Investor (the "Purchase
      Agreement").

     

    The
      Company and the Investor hereby agree as follows: 

     

    1. Definitions.
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Purchase Agreement will have the meanings given such terms in the Purchase
      Agreement. As used in this Agreement, the following terms have the respective
      meanings set forth in this Section 1:

     

    "Advice"
      has
      the
      meaning set forth in Section 7(d).

     

    “Commission”
      means
      the
      United States Securities and Exchange Commission.

     

    "Commission
      Comments" means
      written comments pertaining
      solely to Rule 415 which
      are
      received by the Company from the Commission, and a copy of which shall have
      been
      provided by the Company to the Holder, to a filed Registration Statement which
      requires the Company to limit the amount of shares which may be included therein
      to a number of shares which is less than such amount sought to be included
      thereon as filed with the Commission.

     

    "Effective
      Date"
      means,
      as to a Registration Statement, the date on which such Registration Statement
      is
      first declared effective by the Commission.

     

    "Effectiveness
      Period"
      means,
      as to any Registration Statement required to be filed pursuant to this
      Agreement, the period commencing on the Effective Date of such Registration
      Statement and ending on the earliest to occur of (a) the fifth anniversary
      of
      such Effective Date, or (b) such time as all of the Registrable Securities
      covered by such Registration Statement have been publicly sold by the Holder
      of
      the Registrable Securities included therein.

     

    "Exchange
      Act"
      means
      the Securities Exchange Act of 1934, as amended.

     

    “Date
      of Conversion”
means
      the date the Note is converted. 

     

    "Filing
      Date"
      means
      (a) with respect to the initial Registration Statement required to be filed
      under Section 2(a), the 90th
      day
      following the Date of Conversion; (b) with respect to any
      Registration Statements
      required
      to be filed under Section 2(b),
      each
      such Registration Statement shall be filed by the
      earlier of (i) for
      the
      initial Registration Statement required to be filed under Section 2(b),
the
      six-month anniversary of the Effective Date of the

     

    
      
        
           

        

        
          
          

          
            

          

        

        
           

        

      

    

    


    Registration
      Statement required to be filed under Section 2(a) and for
      all
      subsequent Registration Statements, the six-month anniversary of the Effective
      Date of the immediately preceding Registration Statement required to be filed
      under Section 2(b), as applicable, and (ii) for the initial Registration
      Statement required to be filed under Section 2(b), the
      90th
      day
      following such time as 75%
      of all
      Registrable Securities which are included in the Registration Statement required
      to be filed under Section 2(a) have been sold
      and for
      all subsequent Registration Statements, the 90th
      day
      following such time as 75% of all Registrable Securities which are included
      in
      the immediately preceding Registration Statement required to be filed under
      Section 2(b) have been sold, as applicable;
      and (c)
      with respect to a Registration Statement required to be filed under Section
      2(c), the 30th
      day
      following the date on which the Company becomes eligible to utilize Form S-3
      to
      register the resale of Common Stock.

     

    "Holder"
      means
      the holder of Registrable Securities.

     

    “Indemnified
      Party”
      has the
      meaning set forth in Section 5(c).

     

    “Indemnifying
      Party”
      has the
      meaning set forth in Section 5(c).

     

    “Losses”
      has the
      meaning set forth in Section 5(a).

     

    “Note
      Shares” means
      the
      shares of Common Stock issued upon conversion of the Notes.

     

    “Notes”
means
      one or more convertible promissory notes substantially in the form of Exhibit
      A
      attached to the Purchase Agreement.

     

    "Proceeding"
      means an
      action, claim, suit, investigation or proceeding (including, without limitation,
      an investigation or partial proceeding, such as a deposition), whether commenced
      or threatened.

     

    “Prospectus”
      means
      the prospectus included in a Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by a Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus.

     

    "Registrable
      Securities"
      means:
      (i) the Note Shares, and (ii) any securities issued or issuable upon any stock
      split, dividend or other distribution, recapitalization or similar event, or
      any
      other adjustment with respect to any of the Note Shares.

     

    "Registration
      Statement"
      means
      the initial registration statement required to be filed in accordance with
      Section 2(a) and any additional registration statement(s) required to be filed
      under Section 2(b), including (in each case) the Prospectus, amendments and
      supplements to such registration statements or Prospectus, including pre- and
      post-effective amendments, all

     


    
      
         

      

      
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    exhibits
      thereto, and all material incorporated by reference or deemed to be incorporated
      by reference therein.

     

    "Rule
      144"
      means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    "Rule
      415"
      means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    "Rule
      424"
      means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    "Securities
      Act"
      means
      the Securities Act of 1933, as amended.

     

    2. Registration.

     

    (a) On
      or
      prior to the applicable Filing Date, the Company shall prepare and file with
      the
      Commission a Registration Statement covering the resale of all Registrable
      Securities not already covered by an existing and effective Registration
      Statement for an offering to be made on a continuous basis pursuant to Rule
      415,
      on Form S-1
      (or on
      such other form appropriate for such purpose). Such Registration Statement
      shall
      contain (except if otherwise required pursuant to written comments received
      from
      the Commission upon a review of such Registration Statement, other than as
      to
      the characterization of any Holder as an underwriter, which shall not occur
      without such Holder’s consent) the "Plan of Distribution" attached hereto as
      Annex A. The Company shall use its best efforts to cause such Registration
      Statement to be declared effective under the Securities Act as
      soon as
      possible, and shall use its best efforts to keep the Registration Statement
      continuously effective during the entire Effectiveness Period. The initial
      Registration Statement shall cover all of the Note Shares. By 5:00 p.m. (New
      York City time) on the Business Day immediately following the Effective Date
      of
      such Registration Statement, the Company shall file with the Commission in
      accordance with Rule 424 under the Securities Act the final prospectus to be
      used in connection with sales pursuant to such Registration Statement (whether
      or not such filing is technically required under such Rule). 

     

    (b) If
      all of
      the Registrable Securities to be included in the Registration Statement filed
      pursuant to Section 2(a) cannot be so included due to Commission Comments,
      then
      the Company shall prepare and file by the applicable
      Filing
      Date for such Registration Statement(s), such
      number of
      additional Registration Statements
      as may be necessary in order to ensure that
      all
      Registrable Securities are
      covered
      by an existing and effective Registration Statement. Accordingly,
      if for example, an initial Registration Statement is filed under this Section
      2(b) to register Registrable Securities removed from a Registration Statement
      filed under Section 2(a) due to Commission Comments and Commission Comments
      again require shares to be removed from such newly filed Registration Statement
      under this Section 2(b), then the Company will prepare and file additional
      Registration Statement(s) until such time as all such required shares are
      covered by effective Registration Statements. Any Registration
      Statements

     


    
      
         

      

      
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    to
      be
      filed under this Section shall be
      for an
      offering to be made on a continuous basis pursuant to Rule 415, on Form S-1
      (or
      on such other form appropriate for such purpose). Such Registration Statement
      shall contain (except if otherwise required pursuant to written comments
      received from the Commission upon a review of such Registration Statement,
      other
      than as to the characterization of any Holder as an underwriter, which shall
      not
      occur without such Holder’s consent) the "Plan of Distribution" attached hereto
      as Annex
      A.
      The
      Company shall use its best efforts to cause such Registration Statement to
      be
      declared effective under the Securities Act as soon as possible, and shall
      use
      its best efforts to keep such Registration Statement continuously effective
      under the Securities Act during the entire Effectiveness Period. By 5:00 p.m.
      (New York City time) on the Business Day immediately following the Effective
      Date of such Registration Statement, the Company shall file with the Commission
      in accordance with Rule 424 under the Securities Act the final prospectus to
      be
      used in connection with sales pursuant to such Registration Statement (whether
      or not such filing is technically required under such Rule). 

     

    (c) Promptly
      following any date on which the Company becomes eligible to use a registration
      statement on Form S-3 to register the Registrable Securities for resale, the
      Company shall file a registration statement on Form S-3 covering the Registrable
      Securities (or a post-effective amendment on Form S-3 to the then effective
      Registration Statement) and shall cause such Registration Statement to be
      filed by the Filing Date for such Registration Statement and declared effective
      as soon as possible thereafter. Such Registration Statement shall contain
      (except if otherwise required pursuant to written comments received from the
      Commission upon a review of such Registration Statement) the "Plan of
      Distribution" attached hereto as Annex
      A.
      The
      Company shall use its best efforts to keep such Registration Statement
      continuously effective under the Securities Act during the entire Effectiveness
      Period. By 5:00 p.m. (New York City time) on the Business Day immediately
      following the Effective Date of such Registration Statement, the Company shall
      file with the Commission in accordance with Rule 424 under the Securities Act
      the final prospectus to be used in connection with sales pursuant to such
      Registration Statement (whether or not such filing is technically required
      under
      such Rule).

     

    (d) If:
      (i) a
      Registration Statement is not filed on or prior to its Filing Date covering
      the
      Registrable Securities required under this Agreement to
      be
      included therein (if the Company files a Registration Statement without
      affording the Holder the opportunity to review and comment on the same as
      required by Section 3(a) hereof, the Company shall not be deemed to have
      satisfied this clause (i)), or (ii) if by the Business Day immediately following
      the Effective Date the Company shall not have filed a “final” prospectus for the
      Registration Statement with the Commission under Rule 424(b) in accordance
      with
      Section 2(a), 2(b), or 2(c) herein, as the case may be (whether or not such
      a
      prospectus is technically required by such Rule), or (iii) after its Effective
      Date, without regard for the reason thereunder or efforts therefor, such
      Registration Statement ceases for any reason to be effective and available
      to
      the Holder as to all Registrable Securities to which it is required to cover
      at
      any time prior to the expiration of its Effectiveness Period for more than
      an
      aggregate of 30 Trading Days (which need not be consecutive) (any such failure
      or breach being referred to as an “Event,”
      and for
      purposes of clauses (i) or (ii) the date on which such Event occurs, or for
      purposes of clause (iii) the date which such 30 Trading Day-period is exceeded,
      being referred to as “Event
      Date”),
      then
      in addition to any other rights the Holder may have hereunder or under
      applicable law: on such Event Date and on each monthly anniversary of each
      such
      Event Date (if the applicable Event

     


    
      
         

      

      
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    shall
      not
      have been cured by such date) until
      the
      applicable Event is cured
      the
      Company shall pay to the Holder an amount in cash, as partial liquidated damages
      and not as a penalty, equal to 1.0% of the aggregate Investment Amount paid
      by
      the Holder pursuant to the Purchase Agreement; provided, however, that, for
      purposes of clauses (i) or (ii) above, and in addition to the above liquidated
      damages, upon such Event, the Company shall immediately pay to the Holder a
      cash
      payment of $500,000 as partial liquidated damages and not as a penalty (the
      “Initial
      Payment”).
      In no
      event will the Company be liable for liquidated damages under this section
      in
      excess of 1.0% of the aggregate Investment Amount of the Holder in any 30-day
      period (other than the initial 30-day period beginning on the Event Date) and
      the maximum aggregate liquidated damages payable to the Holder under this
      section shall be fifteen percent (15%) of the aggregate Investment Amount paid
      by the Holder pursuant to the Purchase Agreement, inclusive of the Initial
      Payment (the “Cap”).
      The
      partial liquidated damages pursuant to the terms hereof shall apply on a daily
      pro-rata basis for any portion of a month prior to the cure of an Event, except
      in the case of the first Event Date. The Company shall not be liable for
      liquidated damages under this Agreement as to any Registrable Securities which
      are not permitted by the Commission to be included in a Registration Statement
      due solely to Commission Comments from the time that it is determined that
      such
      Registrable Securities are not permitted to be registered solely due to
      Commission Comments until such time as the provisions of this Agreement as
      to
      the next applicable Registration Statement required to be filed hereunder are
      triggered, in which case the provisions of this Section 2(d) shall once again
      apply, if applicable. In such case, the liquidated damages shall be calculated
      to only apply to the percentage of Registrable Securities which are permitted
      in
      accordance with Commission Comments to be included in such Registration
      Statement.

     

    (e) The
      Holder agrees to furnish to the Company a completed Questionnaire in the form
      attached to this Agreement as Annex
      B
      (a
“Selling
      Holder Questionnaire”).
      The
      Company shall not be required to include the Registrable Securities of a Holder
      in a Registration Statement and shall not be required to pay any liquidated
      or
      other damages under Section 2(d) to a Holder who fails to furnish to the Company
      a fully completed Selling Holder Questionnaire at least two Trading Days prior
      to the Filing Date (subject to the requirements set forth in Section 3(a)).
      

     

    3. Registration
      Procedures.

     

    In
      connection with the Company's registration obligations hereunder, the Company
      shall:

     

    (a) Not
      less
      than four Trading Days prior to the filing of a Registration Statement or any
      related Prospectus or any amendment or supplement thereto, the Company shall
      furnish to the Holder copies of the “Selling Stockholders” section of such
      document, the “Plan of Distribution” and any risk factor contained in such
      document that addresses specifically this transaction or the Selling
      Stockholders, as proposed to be filed which documents will be subject to the
      review of such Holder. The Company shall not file a Registration Statement,
      any
      Prospectus or any amendments or supplements thereto in which the “Selling
      Stockholder” section thereof differs from the disclosure received from a Holder
      in its Selling Holder Questionnaire (as amended or supplemented), without such
      Holder’s express written authorization. The Company shall not file a
      Registration Statement, any Prospectus or any

     


    
      
         

      

      
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    amendments
      or supplements thereto in which it (i) characterizes the Holder as an
      underwriter, (ii) excludes the Holder due to such Holder refusing to be
      named as an underwriter, or (iii) reduces the number of Registrable
      Securities being registered on behalf of the Holder except in accordance with
      Section 2 of this Agreement, without such Holder’s express written
      authorization.

     

    (b) (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to each Registration Statement and the Prospectus used in connection
      therewith as may be necessary to keep such Registration Statement continuously
      effective as to the applicable Registrable Securities for its Effectiveness
      Period and prepare and file with the Commission such additional Registration
      Statements in order to register for resale under the Securities Act all of
      the
      Registrable Securities; (ii) cause the related Prospectus to be amended or
      supplemented by any required Prospectus supplement, and as so supplemented
      or
      amended to be filed pursuant to Rule 424; (iii) respond as promptly as
      reasonably possible to any comments received from the Commission with respect
      to
      each Registration Statement or any amendment thereto and, as promptly as
      reasonably possible provide the Holder true and complete copies of all
      correspondence from and to the Commission relating to such Registration
      Statement that would not result in the disclosure to the Holder of material
      and
      non-public information concerning the Company; and (iv) comply in all material
      respects with the provisions of the Securities Act and the Exchange Act with
      respect to the Registration Statements and the disposition of all Registrable
      Securities covered by each Registration Statement.

     

    (c) Notify
      the Holder as promptly as reasonably possible (and, in the case of (i)(A) below,
      not less than one Trading Day prior to such filing and, in the case of (v)
      below, not less than three Trading Days prior to the financial statements in
      any
      Registration Statement becoming ineligible for inclusion therein) (i)(A) when
      a
      Prospectus or any Prospectus supplement or post-effective amendment to a
      Registration Statement is proposed to be filed; (B) when the Commission notifies
      the Company whether there will be a "review" of such Registration Statement
      and
      whenever the Commission comments in writing on such Registration Statement
      (the
      Company shall provide true and complete copies thereof and all written responses
      thereto to the Holder that pertains to the Holder as a Selling Stockholder
      or to
      the Plan of Distribution, but not information which the Company believes would
      constitute material and non-public information); and (C) with respect to each
      Registration Statement or any post-effective amendment, when the same has become
      effective; (ii) of any request by the Commission or any other Federal or state
      governmental authority for amendments or supplements to a Registration Statement
      or Prospectus or for additional information; (iii) of the issuance by the
      Commission of any stop order suspending the effectiveness of a Registration
      Statement covering any or all of the Registrable Securities or the initiation
      of
      any Proceedings for that purpose; (iv) of the receipt by the Company of any
      notification with respect to the suspension of the qualification or exemption
      from qualification of any of the Registrable Securities for sale in any
      jurisdiction, or the initiation or threatening of any Proceeding for such
      purpose; and (v) of the occurrence of any event or passage of time that makes
      the financial statements included in a Registration Statement ineligible for
      inclusion therein or any statement made in such Registration Statement or
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference untrue in any material respect or that requires any revisions to
      such
      Registration Statement, Prospectus or other documents so that, in the case
      of
      such

     


    
      
         

      

      
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    Registration
      Statement or the Prospectus, as the case may be, it will not contain any untrue
      statement of a material fact or omit to state any material fact required to
      be
      stated therein or necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading.

     

    (d) Use
      its
      reasonable best efforts to avoid the issuance of, or, if issued, obtain the
      withdrawal of (i) any order suspending the effectiveness of a Registration
      Statement, or (ii) any suspension of the qualification (or exemption from
      qualification) of any of the Registrable Securities for sale in any
      jurisdiction, at the earliest practicable moment.

     

    (e) Furnish
      to the Holder, without charge, at least one conformed copy of each Registration
      Statement and each amendment thereto and all exhibits to the extent requested
      by
      such Person (including those previously furnished) promptly after the filing
      of
      such documents with the Commission;
      provided, however, that the filing of such documents with the Commission on
      EDGAR shall constitute delivery under this Section 3(e).

     

    (f) Promptly
      deliver to the Holder, without charge, as many copies of each Prospectus or
      Prospectuses (including each form of prospectus) and each amendment or
      supplement thereto as such Persons may reasonably request;
      provided, however, that the filing of each such Prospectus and each amendment
      or
      supplement thereto with the Commission on EDGAR shall constitute delivery under
      this Section 3(f).
      The
      Company hereby consents to the use of such Prospectus and each amendment or
      supplement thereto by the selling Holder in connection with the offering and
      sale of the Registrable Securities covered by such Prospectus and any amendment
      or supplement thereto.

     

    (g) Prior
      to
      any public offering of Registrable Securities, register or qualify such
      Registrable Securities for offer and sale under the securities or Blue Sky
      laws
      of all jurisdictions within the United States as the Holder may request, to
      keep
      each such registration or qualification (or exemption therefrom) effective
      during the Effectiveness Period and to do any and all other acts or things
      necessary or advisable to enable the disposition in such jurisdictions of the
      Registrable Securities covered by the Registration Statements.

     

    (h) Cooperate
      with the Holder to facilitate the timely preparation and delivery of
      certificates representing Registrable Securities to be delivered to a transferee
      pursuant to the Registration Statements, which certificates shall be free,
      to
      the extent permitted by the Purchase Agreement, of all restrictive legends, and
      to enable such Registrable Securities to be in such denominations and registered
      in such names as the Holder may request.

     

    (i) Upon
      the
      occurrence of any event contemplated by Section 3(c)(v), as promptly as
      reasonably possible, prepare a supplement or amendment, including a
      post-effective amendment, to the affected Registration Statements or a
      supplement to the related Prospectus or any document incorporated or deemed
      to
      be incorporated therein by reference, and file any other required document
      so
      that, as thereafter delivered, no Registration Statement nor any Prospectus
      will
      contain an untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein or necessary to make the statements therein,
      in
      light of the circumstances under which they were made, not
      misleading.

     


    
      
         

      

      
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    4. Registration
      Expenses.
      All
      fees and expenses incident to the performance of or compliance with this
      Agreement by the Company shall be borne by the Company whether or not any
      Registrable Securities are sold pursuant to a Registration Statement. The fees
      and expenses referred to in the foregoing sentence shall include, without
      limitation, (i) all registration and filing fees (including, without limitation,
      fees and expenses (A) with respect to filings required to be made with any
      Trading Market on which the Common Stock is then listed or quoted for trading,
      and (B) in compliance with applicable state securities or Blue Sky laws), (ii)
      printing expenses (including, without limitation, expenses of printing
      certificates for Registrable Securities and of printing prospectuses if the
      printing of prospectuses is reasonably requested by the Holder), (iii)
      messenger, telephone and delivery expenses, (iv) fees and disbursements of
      counsel for the Company, (v) Securities Act liability insurance, if the Company
      so desires such insurance, and (vi) fees and expenses of all other Persons
      retained by the Company in connection with the consummation of the transactions
      contemplated by this Agreement. In addition, the Company shall be responsible
      for all of its internal expenses incurred in connection with the consummation
      of
      the transactions contemplated by this Agreement (including, without limitation,
      all salaries and expenses of its officers and employees performing legal or
      accounting duties), the expense of any annual audit and the fees and expenses
      incurred in connection with the listing of the Registrable Securities on any
      securities exchange as required hereunder.

     

    5. Indemnification.

     

    (a) Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless the Holder and its officers, directors, agents, investment
      advisors, partners, members and employees, each Person who controls the Holder
      (within the meaning of Section 15 of the Securities Act or Section 20 of the
      Exchange Act) and the officers, directors, agents and employees of each such
      controlling Person, to the fullest extent permitted by applicable law, from
      and
      against any and all losses, claims, damages, liabilities, costs (including,
      without limitation, reasonable costs of preparation and reasonable attorneys'
      fees) and expenses (collectively, "Losses"),
      as
      incurred, arising out of or relating to any untrue or alleged untrue statement
      of a material fact contained in any Registration Statement, any Prospectus
      or
      any form of prospectus or in any amendment or supplement thereto or in any
      preliminary prospectus, or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated therein or necessary to make
      the statements therein (in the case of any Prospectus or form of prospectus
      or
      supplement thereto, in light of the circumstances under which they were made)
      not misleading, except to the extent, but only to the extent, that (1) such
      untrue statements or omissions are based solely upon information regarding
      the
      Holder furnished in writing to the Company by such Holder expressly for use
      therein, or to the extent that such information relates to such Holder or such
      Holder's proposed method of distribution of Registrable Securities and was
      reviewed and expressly approved in writing by such Holder expressly for use
      in
      the Registration Statement, such Prospectus or such form of Prospectus or in
      any
      amendment or supplement thereto (it being understood that the Holder has
      approved Annex A hereto for this purpose) or (2) in the case of an occurrence
      of
      an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder
      of an outdated or defective Prospectus after the Company has notified such
      Holder in writing that the Prospectus is outdated or defective and prior to
      the
      receipt by such Holder of an Advice or an amended or supplemented Prospectus,
      but only if and to the extent that following the receipt of the Advice or the
      amended or supplemented Prospectus the misstatement or omission giving rise
      to
      such Loss would have been corrected. 

     


    
      
         

      

      
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    The
      Company shall notify the Holder promptly of the institution, threat or assertion
      of any Proceeding of which the Company is aware in connection with the
      transactions contemplated by this Agreement.

     

    (b) Indemnification
      by Holder.
      The
      Holder shall indemnify and hold harmless the Company, its directors, officers,
      agents and employees, each Person who controls the Company (within the meaning
      of Section 15 of the Securities Act and Section 20 of the Exchange Act), and
      the
      directors, officers, agents or employees of such controlling Persons, to the
      fullest extent permitted by applicable law, from and against all Losses, as
      incurred, arising solely out of or based solely upon: (x) such Holder's failure
      to comply with the prospectus delivery requirements of the Securities Act or
      (y)
      any untrue statement of a material fact contained in any Registration Statement,
      any Prospectus, or any form of prospectus, or in any amendment or supplement
      thereto, or arising solely out of or based solely upon any omission of a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading to the extent, but only to the extent that, (1) such
      untrue statements or omissions are based solely upon information regarding
      the
      Holder furnished in writing to the Company by such Holder expressly for use
      therein, or to the extent that such information relates to such Holder or such
      Holder's proposed method of distribution of Registrable Securities and was
      reviewed and expressly approved in writing by such Holder expressly for use
      in
      the Registration Statement (it being understood that the Holder has approved
      Annex A hereto for this purpose), such Prospectus or such form of Prospectus
      or
      in any amendment or supplement thereto or (2) in the case of an occurrence
      of an
      event of the type specified in Section 3(c)(ii)-(v), the use by such Holder
      of
      an outdated or defective Prospectus after the Company has notified such Holder
      in writing that the Prospectus is outdated or defective and prior to the receipt
      by such Holder of an Advice or an amended or supplemented Prospectus, but only
      if and to the extent that following the receipt of the Advice or the amended
      or
      supplemented Prospectus the misstatement or omission giving rise to such Loss
      would have been corrected. In no event shall the liability of the Holder be
      greater in amount than the dollar amount of the net proceeds received by such
      Holder upon the sale of the Registrable Securities giving rise to such
      indemnification obligation.

     

    (c) Conduct
      of Indemnification Proceedings.
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an "Indemnified
      Party"),
      such
      Indemnified Party shall promptly notify the Person from whom indemnity is sought
      (the "Indemnifying
      Party")
      in
      writing, and the Indemnifying Party shall assume the defense thereof, including
      the employment of counsel reasonably satisfactory to the Indemnified Party
      and
      the payment of all fees and expenses incurred in connection with defense
      thereof; provided, that the failure of any Indemnified Party to give such notice
      shall not relieve the Indemnifying Party of its obligations or liabilities
      pursuant to this Agreement, except (and only) to the extent that it shall be
      finally determined by a court of competent jurisdiction (which determination
      is
      not subject to appeal or further review) that such failure shall have
      proximately and materially adversely prejudiced the Indemnifying
      Party.

     

    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; (2) the Indemnifying Party shall have failed promptly to assume the
      defense of such Proceeding and to employ counsel reasonably

     


    
      
         

      

      
        -
          9 -

        
          

        

      

      
         

      

    


    satisfactory
      to such Indemnified Party in any such Proceeding; or (3) the named parties
      to
      any such Proceeding (including any impleaded parties) include both such
      Indemnified Party and the Indemnifying Party, and such Indemnified Party shall
      have been advised by counsel that a conflict of interest is likely to exist
      if
      the same counsel were to represent such Indemnified Party and the Indemnifying
      Party (in which case, if such Indemnified Party notifies the Indemnifying Party
      in writing that it elects to employ separate counsel at the expense of the
      Indemnifying Party, the Indemnifying Party shall not have the right to assume
      the defense thereof and such counsel shall be at the expense of the Indemnifying
      Party). The Indemnifying Party shall not be liable for any settlement of any
      such Proceeding effected without its written consent, which consent shall not
      be
      unreasonably withheld. No Indemnifying Party shall, without the prior written
      consent of the Indemnified Party, effect any settlement of any pending
      Proceeding in respect of which any Indemnified Party is a party, unless such
      settlement includes an unconditional release of such Indemnified Party from
      all
      liability on claims that are the subject matter of such Proceeding.

     

    All
      fees
      and expenses of the Indemnified Party (including reasonable fees and expenses
      to
      the extent incurred in connection with investigating or preparing to defend
      such
      Proceeding in a manner not inconsistent with this Section) shall be paid to
      the
      Indemnified Party, as incurred, within 10 Trading Days of written notice thereof
      to the Indemnifying Party (regardless of whether it is ultimately determined
      that an Indemnified Party is not entitled to indemnification hereunder;
      provided, that the Indemnifying Party may require such Indemnified Party to
      undertake to reimburse all such fees and expenses to the extent it is finally
      judicially determined that such Indemnified Party is not entitled to
      indemnification hereunder).

     

    (d) Contribution.
      If a
      claim for indemnification under Section 5(a) or 5(b) is unavailable to an
      Indemnified Party (by reason of public policy or otherwise), then each
      Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
      contribute to the amount paid or payable by such Indemnified Party as a result
      of such Losses, in such proportion as is appropriate to reflect the relative
      fault of the Indemnifying Party and Indemnified Party in connection with the
      actions, statements or omissions that resulted in such Losses as well as any
      other relevant equitable considerations. The relative fault of such Indemnifying
      Party and Indemnified Party shall be determined by reference to, among other
      things, whether any action in question, including any untrue or alleged untrue
      statement of a material fact or omission or alleged omission of a material
      fact,
      has been taken or made by, or relates to information supplied by, such
      Indemnifying Party or Indemnified Party, and the parties' relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses shall be deemed to include, subject to the limitations set forth
      in Section 5(c), any reasonable attorneys' or other reasonable fees or expenses
      incurred by such party in connection with any Proceeding to the extent such
      party would have been indemnified for such fees or expenses if the
      indemnification provided for in this Section was available to such party in
      accordance with its terms.

     

    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata allocation or by
      any
      other method of allocation that does not take into account the equitable
      considerations referred to in the immediately preceding paragraph.
      Notwithstanding the provisions of this Section 5(d), no Holder shall be required
      to contribute, in the aggregate, any amount in excess of the amount
      by

     


    
      
         

      

      
        -
          10 -

        
          

        

      

      
         

      

    


    which
      the
      proceeds actually received by such Holder from the sale of the Registrable
      Securities subject to the Proceeding exceeds the amount of any damages that
      such
      Holder has otherwise been required to pay by reason of such untrue or alleged
      untrue statement or omission or alleged omission.

     

    The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties.

     

    6. Notices.
      

     

    (a) All
      notices and other communications made pursuant to this Agreement shall be in
      writing and shall be conclusively deemed to have been duly given: 

     

    (i) in
      the
      case of hand delivery to the address set forth below, on the next Business
      Day
      after delivery;

     

    (ii) in
      the
      case of delivery by an internationally recognized overnight courier to the
      address set forth below, freight prepaid, on the next Business Day after
      delivery and signed receipt by the recipient; and 

     

    (iii) in
      the
      case of a notice sent by facsimile transmission to the number and addressed
      as
      set forth below, on the next Business Day after delivery, if receipt of such
      facsimile transmission is confirmed. 

     

    (b) For
      all
      notices given pursuant to one of the methods listed in sub-clause (a) above,
      a
      copy of the notice should also be sent by email to the email address set forth
      below.

     

    (c) Contact
      details:

     

    If
      to
      Investor:

     

    Address
      for notices being delivered by hand/courier: 

     

    c/o
      Inventages Whealth Management Inc.

    Winterbotham
      Place, Marlborough & Queen Streets

    P.
      O. Box
      N-3026

    Nassau,
      The Bahamas, Attn: Dr. Gunnar Weikert

     

    Always
      with a copy to: IVC SA, Route de Coppet 26A, 1291 - Commugny, Switzerland,
      Attn:
      Dr. Bogdan von Rueckmann

     

    Always
      with a copy to:  weikert@inventages.com
      and
portfolio@inventages.com

     

    Number
      for notices being delivered by facsimile transmission:

     

    To:
      IVC
      SA, Attn: Dr. Bogdan von Rueckmann, at: +41 21 823 0001

     

    Always
      with a copy to: weikert@inventages.com
      and
portfolio@inventages.com


    
      
         

      

      
        -
          11 -

        
          

        

      

      
         

      

    


     

    If
      to the
      Company:  

     

    Address
      for notices being delivered by hand/courier:

     

    Organic
      To Go Food Corporation

    3317
      Third Avenue South

    Seattle,
      Washington 98134

    Attn:
      Chief Financial Officer

    


    Always
      with a copy to:

    


    Loeb
&
      Loeb LLP

    10100
      Santa Monica Boulevard

    Suite
      2200

    Los
      Angeles, California 90067

    Attention:
      Lawrence
      Venick, Esq.

    


    Number
      for notices being delivered by facsimile transmission:

    


    To:
      Organic To Go Food Corporation, Attn: Chief Financial Officer, at: +1 206 299
      3707 

     

    Always
      with a copy to: Loeb
&
      Loeb LLP, Attn: Lawrence Venick, Esq, at: +1 310 282 2200

     

    If
      to any
      other Person who is then the registered Holder:

     

    To
      the
      address of such Holder as it appears in the stock transfer books of the
      Company.

     

    (d)  A
      party
      may change or supplement the contact details for service of any notice pursuant
      to this Agreement, or designate additional addresses, facsimile numbers and
      email addresses for the purposes of this Section 6, by giving the other parties
      written notice of the new contact details in the manner set forth
      above.

     

    7. Miscellaneous.

     

    (a) Remedies.
      In the
      event of a breach by the Company or by the Holder, of any of their obligations
      under this Agreement, the Holder or the Company, as the case may be, in addition
      to being entitled to exercise all rights granted by law and under this
      Agreement, including recovery of damages, will be entitled to specific
      performance of its rights under this Agreement. The Company and the Holder
      agree
      that monetary damages would not provide adequate compensation for any losses
      incurred by reason of a breach by it of any of the provisions of this Agreement
      and hereby further agrees that, in the event of any action for specific
      performance in respect of such breach, it shall waive the defense that a remedy
      at law would be adequate.

     


    
      
         

      

      
        -
          12 -

        
          

        

      

      
         

      

    


    (b) No
      Piggyback on Registrations.
      With
      respect to the initial Registration Statement required to be filed under Section
      2(a) hereof, neither the Company nor any of its security holders (other than
      the
      Holder in such capacity pursuant hereto) may include securities of the Company
      in a Registration Statement other than the Registrable Securities. With respect
      to any Registration Statements required to be filed under Section 2(b) or
      Section 2(c), except as and to the extent specified in Schedule
      3.1(v)
      to the
      Purchase Agreement, neither the Company nor any of its security holders (other
      than the Holder in such capacity pursuant hereto) may include securities of
      the
      Company in a Registration Statement other than the Registrable Securities.
      The
      Company shall not during the Effectiveness Period enter into any agreement
      providing any such registration rights to any of its security holders without
      the prior written consent of the Holder (which consent shall not be unreasonably
      withheld); provided, however, that such prior written consent of the Holder
      shall not be required after Registration Statements covering all of the
      Registrable Securities have been declared effective by the SEC.

     

    (c) Compliance.
      The
      Holder covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act as applicable to it in connection with sales
      of Registrable Securities pursuant to the Registration Statement.

     

    (d) Discontinued
      Disposition.
      The
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of any event of the
      kind
      described in Section 3(c), the Holder will forthwith discontinue disposition
      of
      such Registrable Securities under the Registration Statement until the Holder's
      receipt of the copies of the supplemented Prospectus and/or amended Registration
      Statement or until it is advised in writing (the "Advice")
      by the
      Company that the use of the applicable Prospectus may be resumed, and, in either
      case, has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement. The Company may provide appropriate stop orders to
      enforce the provisions of this paragraph.

     

    (e) Piggy-Back
      Registrations.
      If at
      any time during the Effectiveness Period there is not an effective Registration
      Statement covering all of the Registrable Securities and the Company shall
      determine to prepare and file with the Commission a registration statement
      relating to an offering for its own account or the account of others under
      the
      Securities Act of any of its equity securities, other than on Form S-4 or Form
      S-8 (each as promulgated under the Securities Act) or their then equivalents
      relating to equity securities to be issued solely in connection with any
      acquisition of any entity or business or equity securities issuable in
      connection with stock option or other employee benefit plans, then the Company
      shall send to the Holder written notice of such determination and, if within
      15
      calendar days after receipt of such notice, the Holder shall so request in
      writing, the Company shall include in such registration statement all or any
      part of such Registrable Securities such holder requests to be registered,
      subject to customary underwriter cutbacks applicable to all holders of
      registration rights.

     

    (f) Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this Section 7(f),
      may
      not be amended, modified or supplemented, and waivers or consents to departures
      from the provisions hereof may not be given, unless the same shall be in writing
      and signed by the Company and the Holder of the then outstanding Registrable
      Securities.

     


    
      
         

      

      
        -
          13 -

        
          

        

      

      
         

      

    


    (g) Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties and shall inure to the benefit of
      the
      Holder. The Company may not assign its rights or obligations hereunder without
      the prior written consent of the Holder. The Holder may assign their respective
      rights hereunder in the manner and to the Persons as permitted under the
      Purchase Agreement.

     

    (h) Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile or electronic mail transmission, such signature shall
      create a valid binding obligation of the party executing (or on whose behalf
      such signature is executed) the same with the same force and effect as if such
      facsimile or electronic mail signature were the original thereof.

     

    (i) Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. 

     

    (j) Arbitration. Each
      party agrees that any dispute, controversy, or claim arising in relation to
      this
      Agreement, including with regard to its validity, invalidity, breach,
      enforcement or termination, shall be resolved by binding arbitration in London,
      England, in accordance with the rules of arbitration which are in force in
      the
      United Kingdom on the date when the notice of arbitration is submitted. The
      arbitrability of such dispute, claim or controversy shall also be determined
      in
      such arbitration. Such arbitration proceeding shall be conducted in the English
      language before one (1) arbitrator agreed to by the parties. Both the foregoing
      agreement of the parties to arbitrate any and all such disputes, claims and
      controversies, and the results, determinations, findings, judgments and/or
      awards rendered through any such arbitration shall be final and binding on
      the
      parties hereto and may be specifically enforced by legal
      proceedings.

     

    (k) Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law, and, in the case of the Holder, may include, among other
      things, damages resulting from the reduction in value of the Registrable
      Securities.

     

    (l) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their reasonable efforts to
      find and employ an alternative means to achieve the same or substantially the
      same result as that contemplated by such term, provision, covenant or
      restriction. It is hereby stipulated and declared to be the intention of the
      parties that they would have executed the remaining terms, provisions, covenants
      and restrictions without including any of such that may be hereafter declared
      invalid, illegal, void or unenforceable.

     

    (m) Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     


    
      
         

      

      
        -
          14 -

        
          

        

      

      
         

      

    

     

     

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        -
          15 -

        
          

        

      

      
         

      

       

       

    

    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.

     

    ORGANIC
      TO GO FOOD CORPORATION

     

     

    By: 
      _________________________________

    Name:
      Jason Brown

    Title:
      Chairman and Chief Executive Officer

     

     

     

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      OF PAGE INTENTIONALLY LEFT BLANK

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      PAGES OF INVESTOR TO FOLLOW]

     

     

    
      
         

      

      
        -
          16 -

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.

     

     

    W.HEALTH
      L.P.

     

     

    By: 
      _________________________________

    Dr.
      Gunnar Weikert

    Director,
      Inventages Whealth Management, Inc.,

    as
      General Partner of W.Health L.P.

     

    By: 
      __________________________________

    Dr.
      Wolfgang Reichenberger

    Director,
      Inventages Whealth Management, Inc.,

    as
      General Partner of W.Health L.P.

    


    


     

     

    Signature
      Page to Registration Rights Agreement

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Annex
      A

     

    Plan
      of
      Distribution

     

    The
      Selling Stockholders and any of their pledgees, donees, transferees, assignees
      and successors-in-interest may, from time to time, sell any or all of their
      shares of Common Stock on any stock exchange, market or trading facility on
      which the shares are traded or quoted or in private transactions. These sales
      may be at fixed or negotiated prices. The Selling Stockholders may use any
      one
      or more of the following methods when selling shares:

     

    
      	
              ·

            	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits investors;

            


    

     

    
      	
              ·

            	
              block
                trades in which the broker-dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction;

            


    

     

    
      	
              ·

            	
              purchases
                by a broker-dealer as principal and resale by the broker-dealer for
                its
                account;

            


    

     

    
      	
              ·

            	
              an
                exchange distribution in accordance with the rules of the applicable
                exchange;

            


    

     

    
      	
              ·

            	
              privately
                negotiated transactions;

            


    

     

    
      	
              ·

            	
              to
                cover short sales made after the date that this Registration Statement
                is
                declared effective by the Commission;


            


    

     

    
      	
              ·

            	
              broker-dealers
                may agree with the Selling Stockholders to sell a specified number
                of such
                shares at a stipulated price per
                share;

            


    

     

    
      	
              ·

            	
              a
                combination of any such methods of sale;
                and

            


    

     

    
      	
              ·

            	
              any
                other method permitted pursuant to applicable
                law.

            


    

     

    The
      Selling Stockholders may also sell shares under Rule 144 under the Securities
      Act, if available, rather than under this prospectus.

     

    Broker-dealers
      engaged by the Selling Stockholders may arrange for other brokers-dealers to
      participate in sales. Broker-dealers may receive commissions or discounts from
      the Selling Stockholders (or, if any broker-dealer acts as agent for the
      purchaser of shares, from the purchaser) in amounts to be negotiated. The
      Selling Stockholders do not expect these commissions and discounts to exceed
      what is customary in the types of transactions involved.

     

    The
      Selling Stockholders may from time to time pledge or grant a security interest
      in some or all of the Shares owned by them and, if they default in the
      performance of their secured obligations, the pledgees or secured parties may
      offer and sell shares of Common Stock from time to time under this prospectus,
      or under an amendment to this prospectus under Rule 424(b)(3) or other
      applicable provision of the Securities Act of 1933 amending the list of selling
      stockholders to include the pledgee, transferee or other successors in interest
      as selling stockholders under this prospectus.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Upon
      the
      Company being notified in writing by a Selling Stockholder that any material
      arrangement has been entered into with a broker-dealer for the sale of Common
      Stock through a block trade, special offering, exchange distribution or
      secondary distribution or a purchase by a broker or dealer, a supplement to
      this
      prospectus will be filed, if required, pursuant to Rule 424(b) under the
      Securities Act, disclosing (i) the name of each such Selling Stockholder and
      of
      the participating broker-dealer(s), (ii) the number of shares involved, (iii)
      the price at which such the shares of Common Stock were sold, (iv)the
      commissions paid or discounts or concessions allowed to such broker-dealer(s),
      where applicable, (v) that such broker-dealer(s) did not conduct any
      investigation to verify the information set out or incorporated by reference
      in
      this prospectus, and (vi) other facts material to the transaction. In addition,
      upon the Company being notified in writing by a Selling Stockholder that a
      donee
      or pledgee intends to sell more than 500 shares of Common Stock, a supplement
      to
      this prospectus will be filed if then required in accordance with applicable
      securities law.

     

    The
      Selling Stockholders also may transfer the shares of Common Stock in other
      circumstances, in which case the transferees, pledgees or other successors
      in
      interest will be the selling beneficial owners for purposes of this
      prospectus.

     

    The
      Selling Stockholders and any broker-dealers or agents that are involved in
      selling the shares may be deemed to be "underwriters" within the meaning of
      the
      Securities Act in connection with such sales. In such event, any commissions
      received by such broker-dealers or agents and any profit on the resale of the
      shares purchased by them may be deemed to be underwriting commissions or
      discounts under the Securities Act. Discounts, concessions, commissions and
      similar selling expenses, if any, that can be attributed to the sale of Shares
      will be paid by the Selling Stockholder and/or the purchasers. Each Selling
      Stockholder has represented and warranted to the Company that it acquired the
      securities subject to this registration statement in the ordinary course of
      such
      Selling Stockholder’s business and, at the time of its purchase of such
      securities such Selling Stockholder had no agreements or understandings,
      directly or indirectly, with any person to distribute any such securities.
      

     

    The
      Company has advised each Selling Stockholder that it may not use shares
      registered on this Registration Statement to cover short sales of Common Stock
      made prior to the date on which this Registration Statement shall have been
      declared effective by the Commission. If a Selling Stockholder uses this
      prospectus for any sale of the Common Stock, it will be subject to the
      prospectus delivery requirements of the Securities Act. The Selling Stockholders
      will be responsible to comply with the applicable provisions of the Securities
      Act and Exchange Act, and the rules and regulations thereunder promulgated,
      including, without limitation, Regulation M, as applicable to such Selling
      Stockholders in connection with resales of their respective shares under this
      Registration Statement.

     

    The
      Company is required to pay all fees and expenses incident to the registration
      of
      the shares, but the Company will not receive any proceeds from the sale of
      the
      Common Stock. The Company has agreed to indemnify the Selling Stockholders
      against certain losses, claims, damages and liabilities, including liabilities
      under the Securities Act. 

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Annex
      B

     

    ORGANIC
      TO GO FOOD CORPORATION

     

    Selling
      Securityholder Notice and Questionnaire

     

    The
      undersigned beneficial owner of common stock (the “Common
      Stock”),
      of
      Organic To Go Food Corporation, a Delaware corporation (the “Company”)
      understands that the Company has filed or intends to file with the Securities
      and Exchange Commission (the “Commission”)
      a
      Registration Statement for the registration and resale of the Registrable
      Securities, in accordance with the terms of the Registration Rights Agreement,
      dated as of June [ ], 2008 (the “Registration
      Rights Agreement”),
      among
      the Company and the Investor named therein. A copy of the Registration Rights
      Agreement is available from the Company upon request at the address set forth
      below. All capitalized terms used and not otherwise defined herein shall have
      the meanings ascribed thereto in the Registration Rights Agreement.

     

    The
      undersigned hereby provides the following information to the Company and
      represents and warrants that such information is accurate:

     

    QUESTIONNAIRE

     

    1. Name.

     

    
      	 	
              (a)

            	
              Full
                Legal Name of Selling
                Securityholder

            


    

     

    
      	  

	 


    

    


    
      	 	
              (b)

            	
              Full
                Legal Name of Registered Holder (if not the same as (a) above) through
                which Registrable Securities Listed in Item 3 below are
                held:

            


    

     

    
      	    

	 


    

    


    
      	 	
              (c)

            	
              Full
                Legal Name of Natural Control Person (which means a natural person
                who
                directly or indirectly alone or with others has power to vote or
                dispose
                of the securities covered by the
                questionnaire):

            


    

     

    
      	   

	 


    

    


     

    2.
      Address for Notices to Selling Securityholder:

     

    
      	   

	   

	   

	
              Telephone: 

            
	
              Fax: 

            
	
              Contact
                Person: 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.
      Beneficial Ownership of Registrable Securities:

     

    
      	 	 	
              Type
                and Principal Amount of Registrable Securities beneficially
                owned:

            


    

     

    
      	  

	  

	  

	 


    

    4.
      Broker-Dealer Status:

     

    
      	 	
              (a)

            	
              Are
                you a broker-dealer?

            


    

     

    Yes
       ̈ No
       ̈

     

    
      	 	
              Note:

            	
              If
                yes, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    
      	 	
              (b)

            	
              Are
                you an affiliate of a
                broker-dealer?

            


    

     

    Yes
       ̈ No
       ̈

     

    
      	 	
              (c)

            	
              If
                you are an affiliate of a broker-dealer, do you certify that you
                bought
                the Registrable Securities in the ordinary course of business, and
                at the
                time of the purchase of the Registrable Securities to be resold,
                you had
                no agreements or understandings, directly or indirectly, with any
                person
                to distribute the Registrable
                Securities?

            


    

     

    Yes
       ̈ No
       ̈

     

    Note: If
      no,
      the Commission’s staff has indicated that you should be identified as an
      underwriter in the Registration Statement.

     

    5.
      Beneficial Ownership of Other Securities of the Company Owned by the Selling
      Securityholder.

     

    Except
      as set forth below in this Item 5, the undersigned is not the beneficial or
      registered owner of any securities of the Company other than the Registrable
      Securities listed above in Item 3.

     

    
      	 	 	
              Type
                and Amount of Other Securities beneficially owned by the Selling
                Securityholder:

            


    

     

    
      	  

	   

	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.
      Relationships with the Company:

     

    Except
      as set forth below, neither the undersigned nor any of its affiliates, officers,
      directors or principal equity holders (owners of 5% of more of the equity
      securities of the undersigned) has held any position or office or has had any
      other material relationship with the Company (or its predecessors or affiliates)
      during the past three years.

     

    State
      any
      exceptions here:

     

    
      	   

	    

	 


    

    7.
      The
      Company has advised each Selling Stockholder that it may not use shares
      registered on the Registration Statement to cover short sales of Common Stock
      made prior to the date on which the Registration Statement is declared effective
      by the Commission, in accordance with 1997 Securities and Exchange Commission
      Manual of Publicly Available Telephone Interpretations Section A.65. If a
      Selling Stockholder uses the prospectus for any sale of the Common Stock, it
      will be subject to the prospectus delivery requirements of the Securities Act.
      The Selling Stockholders will be responsible to comply with the applicable
      provisions of the Securities Act and Exchange Act, and the rules and regulations
      thereunder promulgated, including, without limitation, Regulation M, as
      applicable to such Selling Stockholders in connection with resales of their
      respective shares under the Registration Statement.

     

    The
      undersigned agrees to promptly notify the Company of any inaccuracies or changes
      in the information provided herein that may occur subsequent to the date hereof
      and prior to the Effective Date for the Registration Statement.

     

    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers to Items 1 through 6 and the inclusion of such
      information in the Registration Statement and the related prospectus. The
      undersigned understands that such information will be relied upon by the Company
      in connection with the preparation or amendment of the Registration Statement
      and the related prospectus.

     

    IN
      WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
      and Questionnaire to be executed and delivered either in person or by its duly
      authorized agent.

     

    
      	
              Dated: 
                _________________________

            	
              Beneficial
                Owner:  _______________________________

            
	 	 
	 	
              By: 
                __________________________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    PLEASE
      FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
      THE ORIGINAL BY OVERNIGHT MAIL, TO:

    


    Loeb
      & Loeb LLP

    10100
      Santa Monica Boulevard, Suite 2200

    Los
      Angeles, CA 90067

    Attention:
      Robert Chung, Esq.

    Facsimile:
      (213) 652-1949