AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 25, 2011 AMONG CALAVO GROWERS, INC., CG MERGERSUB, LLC, RENAISSANCE FOOD GROUP, LLC AND LIBERTY FRESH FOODS, LLC, KENNETH CATCHOT, CUT FRUIT, LLC, JAMES CATCHOT, JAMES GIBSON, JOSE O. CASTILLO, DONALD L....Merger Agreement • June 1st, 2011 • Calavo Growers Inc • Agricultural services • California
This Agreement and Plan of Merger (the “Agreement”) is entered into as of May 25, 2011 among Calavo Growers, Inc., a California corporation (“Calavo”), CG Mergersub, LLC, a newly formed Delaware limited liability company and wholly-owned subsidiary of Calavo (“Newco,” and together with Calavo, “Purchaser”), on the one hand, and Renaissance Food Group, LLC, a Delaware limited liability company (“RFG”) and Liberty Fresh Foods, LLC, Kenneth Catchot, James Catchot, James Gibson, Cut Fruit, LLC, Jose O. Castillo, Donald L. Johnson and RFG Nominee Trust, on the other. For purposes of this Agreement, Liberty Fresh Foods, LLC, Kenneth Catchot, Cut Fruit, LLC, Jose O. Castillo, Donald L. Johnson and RFG Nominee Trust shall be referred to as “Securityholders” and the Securityholders, along with James Catchot and James Gibson shall be referred to as “Sellers.” For the purposes of this Agreement, Kenneth Catchot, James Catchot, and James Gibson shall be deemed the indirect beneficiaries with respe
