AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

Exhibit 10.1

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of July 31, 2013 by and among Calavo Growers, Inc., a California corporation (“Calavo”), Renaissance Food Group, LLC, a Delaware limited liability company (“RFG”), Liberty Fresh Foods, LLC, Kenneth J. Catchot, James S. Catchot, James Gibson, Cut Fruit, LLC, Jose O. Castillo, Donald L. Johnson and the RFG Nominee Trust (the “Trust”). Liberty Fresh Foods, LLC, Kenneth J. Catchot, James S. Catchot, James Gibson, Cut Fruit, LLC, Jose O. Castillo, Donald L. Johnson and the Trust collectively are referred to in this Amendment as the “Sellers” and individually as a “Seller.”

RECITALS

A. Calavo, RFG and the Sellers are parties to an Agreement and Plan of Merger dated as of May 25, 2011 (the “Merger Agreement”) pursuant to which, among other things, Calavo acquired RFG from the Sellers and Calavo agreed to make Earn-Out Payments to the Sellers upon the satisfaction of certain performance requirements specified in the Merger Agreement.

B. Section 2.12 of the Merger Agreement states that, upon the attainment of the Stage 2 Maximum Earn-Out Trigger prior to the end of the Earn-Out Period, Calavo shall be obligated to pay the Stage 2 Maximum Earn-Out Consideration to the Sellers. Section 2.12(c) of the Merger Agreement states that “[t]he Stage 2 Maximum Earn-Out Consideration shall be $5,000,000 in cash and 827,000 Merger Shares.” Section 2.12(b) of the Merger Agreement states that the Stage 2 Maximum Earn-Out Trigger shall be met if, for any 12-month period during the Earn-Out Period, (1) the EBITDA for RFG is equal to or greater than $8,000,000 and (2) the Revenue for RFG is equal to or greater than $130,000,000.

C. Calavo, RFG and the Sellers believe that, based upon the recent performance of RFG, the State 2 Maximum Earn-Out Trigger is likely to be met prior to the end of the Earn-Out Period and that the Sellers therefore shall be entitled to receive the Stage 2 Maximum Earn-Out Consideration.

D. Calavo, RFG and the Sellers desire to amend the Merger Agreement by this Amendment to provide, among other things, that: (1) Calavo shall deliver $5,000,000 of Common Stock to the Trust, for the benefit of the other Sellers, as part of the Stage 2 Maximum Earn-Out Consideration instead of delivering $5,000,000 of cash to the Sellers; (2) the Sellers shall receive specified price protection from Calavo with respect to the Trust’s sale of such Common Stock; and (3) Calavo shall file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-3 (the “Registration Statement”) which shall cover the public resale of such Common Stock by the Trust during the period specified in this Amendment.

E. Calavo, RFG and the Sellers do not intend that this Amendment shall make any change to the Merger Agreement’s provisions that address the Stage 3 Earn-Out Payment. Furthermore, Calavo, RFG and the Sellers do not intend that this Amendment shall make any change to the Merger Agreement’s provisions that address the Stage 2 Scale Earn-Out Consideration, which sets forth the amount of the Stage 2 Earn-Out Payment to which the Sellers are entitled if the Stage 2 Maximum Earn-Out Trigger is not met during the Earn-Out Period.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration and the provisions set forth below, Calavo, RFG and the Sellers hereby agree as follows:

1. Defined Terms. Except as expressly defined in this Amendment, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Merger Agreement.

2. Issuance of $5,000,000 of Calavo Common Stock Instead of $5,000,000 of Cash. Section 2.12(c) of the Merger Agreement hereby is amended to read in its entirety as follows:

“(c) The “Stage 2 Maximum Earn-Out Consideration” that is payable by Calavo if the Stage 2 Maximum Earn-Out Trigger is met prior to the end of the Earn-Out Period shall consist of (1) 827,000 Merger Shares and (2) an additional number of Merger Shares having a value of $5,000,000. An Amendment No. 1 to Agreement and Plan of Merger made and entered into as of July 31, 2013 among the Parties sets forth terms governing the valuation of such additional Merger Shares and related matters pertaining to such additional Merger Shares.”

3. Determination of the Number of Additional Shares to be Issued by Calavo.

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4. Initial Price Protection for Sales of the Additional Shares.

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5. Subsequent Price Protection. If, during the thirty-day period immediately following its receipt of the Price Protection Shares, the Trust sells any of the Price Protection Shares on the Nasdaq Stock Market for a sales price that is less than the Initial Price Protection Valuation, Calavo shall be obligated to deliver to the Trust a cash payment equal to the difference between (a) the aggregate sales price of all Price Protection Shares sold by the Trust on the Nasdaq Stock Market during such thirty-day period for sales prices that were less than the Initial Price Protection Valuation and (b) the aggregate sales price that the Trust would have received for such Price Protection Shares if they had been sold for the Initial Price Protection Valuation. Such cash payment shall be made by Calavo within twenty days after Calavo and the Trust have agreed upon the amount of such shortfall.

6. Calavo’s Registration Statement Obligations.

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shall not be entitled to withdraw and terminate the Registration Statement until any time on or after the date that the Trust has owned the Price Protection Shares for at least six months and is eligible to sell the Price Protection Shares pursuant to Rule 144 under the Securities Act. Furthermore, in addition to its rights described in the preceding two sentences, Calavo is entitled to withdraw and terminate the Registration Statement at any time after the date that the Trust has sold or otherwise transferred all of the Additional Shares and Price Protection Shares (if the Trust acquires, or has the right to acquire, any Price Protection Shares).

7. Sellers’ Additional Registration Statement Obligations. The Trust and the other Sellers agree that:

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8. Lock-Up Period Restrictions; References to the Registration of the Merger Shares.

9. Calavo’s Reimbursement of Attorneys’ Fees and Brokerage Commissions. Calavo shall reimburse the Sellers for (a) their reasonable and customary brokerage commissions incurred in connection with the Trust’s sale of any and all Additional Shares and Price Protection Shares (but not for brokerage commissions incurred in connection with the sale of any other Merger Shares) and (b) their reasonable attorneys’ fees, in an amount not to exceed $5,000, incurred in connection with the review and negotiation of this Amendment.

10. No Other Amendment of the Merger Agreement. Other than as is specifically set forth in this Amendment, no other provisions of the Merger Agreement shall be amended by this Amendment. In the event of any conflict between any provision of this Amendment and any provision of the Merger Agreement, the provision in this Amendment shall govern.

[Signature page follows]

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IN WITNESS WHEREOF, Calavo, RFG and the Sellers have executed and delivered this Amendment as of the date first written above.

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