ASSET PURCHASE AND SALE AGREEMENT BY AND AMONG DIAMOND FOODS, INC., GSH HOLDINGS, INC., HARMONY FOODS CORPORATION AND THE INDEMNITY REPRESENTATIVE Dated as of May 9, 2006Asset Purchase and Sale Agreement • September 8th, 2006 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • California
THIS ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of May 9, 2006, by and among Diamond Foods, Inc., a Delaware corporation (“Buyer”), GSH Holdings, Inc., a Delaware corporation (“Parent”), Harmony Foods Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Seller” or “Harmony”) and SPC Partners II, L.P. as the representative of Seller and Parent (the “Indemnity Representative”). Buyer, Parent, Seller and the Indemnity Representative are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
