0001193125-12-253511 Sample Contracts

REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY 29, 2012 BY AND AMONG DIAMOND FOODS, INC. AND THE PURCHASERS NAMED HEREIN
Registration Rights Agreement • May 30th, 2012 • Diamond Foods Inc • Miscellaneous food preparations & kindred products • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into this 29th day of May 2012, among Diamond Foods Inc., a Delaware corporation (the “Company”), and the purchasers (collectively, the “Purchasers”) named on Exhibit A of the Securities Purchase Agreement, dated May 22, 2012, among the Company and the Purchasers (the “Purchase Agreement”).

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AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 30th, 2012 • Diamond Foods Inc • Miscellaneous food preparations & kindred products

This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of May 29, 2012, is by and between Diamond Foods, Inc., a Delaware corporation (the “Company”) and OCM/FF Adamantine Holdings, Ltd. (the “Purchaser”), and amends the Securities Purchase Agreement, dated as of May 22, 2012, by and between the Company and the Purchaser (the “Securities Purchase Agreement”).

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