Summary of ORGANIC TO GO FOOD CORP

Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed in a Current Report on Form 8-K filed by Organic To Go Food Corporation (the "Company") on June 4, 2008, the Company entered into a Note and Warrant Purchase Agreement (the "Note and Warrant Purchase Agreement") with W.Health L.P. (the "Investor"), relating to the sale of (i) up to $10.0 million in convertible promissory notes, convertible into shares of common stock, par value $0.001, of the Company ("Common Stock") and (ii) warrants to purchase up to 1,250,000 shares of Common Stock.

The Company has previously issued to the Investor a $5.0 million convertible note and a warrant to purchase 625,000 shares of Common Stock pursuant to the Note and Warrant Purchase Agreement.

On September 5, 2008, the Company issued to the Investor an additional $2.0 million convertible note (the "Note") and a warrant to purchase 250,000 shares of Common Stock (the "Warrant") pursuant to terms of the Note and Warrant Purchase Agreement (the "Debt Financing").

The Debt Financing was conducted pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Regulation S promulgated thereunder.

The descriptions of the Note and Warrant above do not purport to be complete and are qualified in their entirety by reference to the complete text of the forms of such agreements, copies of which are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.