EXHIBIT 1.01 DIAMOND FOODS, INC. (a Delaware corporation) 6,000,000 Shares of Common Stock PURCHASE AGREEMENT Dated: -, 2005 DIAMOND FOODS, INC. (a Delaware corporation) 6,000,000 Shares of Common Stock (Par Value $0.001 Per Share) PURCHASE AGREEMENTPurchase Agreement • July 18th, 2005 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • New York
AMENDED AND RESTATED AGREEMENT AND PLAN OF CONVERSIONAgreement 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”).
