And Restated Agreement and Plan of Conversion Sample Contracts

AMENDED AND RESTATED AGREEMENT AND PLAN OF CONVERSION
And Restated Agreement and Plan of Conversion • July 18th, 2005 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • Delaware

THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF CONVERSION (this “Agreement”) is made and entered into as of July , 2005, by and among DIAMOND FOODS, INC. (“Diamond Foods”), a Delaware corporation, and DIAMOND WALNUT GROWERS, INC., a California cooperative marketing association (“Diamond Growers”).

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