Common use of Underwritten Sale Clause in Contracts

Underwritten Sale. (a) Beginning one hundred eighty one (181) days after the Effective Time, Section 4.2(a) of this Agreement shall not apply to a Transfer of shares of Diamond Foods Common Stock received by any Member pursuant to this Agreement that are offered and sold as part of an underwritten registered public offering of Diamond Foods Common Stock that is organized by Diamond Foods (a “Secondary Offering”). (b) Diamond Foods shall give reasonable written notice to each Member at the current address appearing for each Member on the books and records of Diamond Foods of Diamond Foods’ intention to undertake a Secondary Offering. Each Member who desires to include shares of Diamond Foods Common Stock in such Secondary Offering shall give notice to Diamond Foods, prior to fifteen (15) days after the date such notice is mailed or otherwise delivered by Diamond Foods, of the Member’s desire to include shares of Diamond Foods Common Stock. The participation of any Member in a Secondary Offering may be conditioned upon the execution by such Member of all agreements, documents and instruments, including a custody agreement, an irrevocable power of attorney, a lock-up agreement or an underwriting agreement in customary form, necessary to effect such Secondary Offering.