Exhibit 10.1

SALE OF LLC INTEREST AGREEMENT

THIS SALE OF LLC INTEREST AGREEMENT (this “ Agreement ”) is dated as of October 31, 2012 (the “ Effective Date ”), and is made and entered into by and between San Rafael Distributing, Inc., an Arizona corporation (“ Buyer ”) and Calavo Growers, Inc., a California corporation (“ Seller ”), in connection with Seller’s sale of all of its interest in Maui Fresh International, LLC, a California limited liability company (the “ Company ”) to Buyer, the other member of the Company.

Therefore, Buyer and Seller agree as follows:

ARTICLE I

SALE AND PURCHASE

1.1 Sale and Purchase of Seller’s Interest . On the Effective Date, Seller shall sell, assign, and transfer to Buyer all of the Seller’s Interest in the Company, and Buyer shall purchase, acquire, and accept the Seller’s Interest from Seller, all upon the terms and conditions set forth in this Agreement.

1.2 Purchase Price . The purchase price for the Seller’s Interest is Two Million, Six Hundred Twenty-Nine Thousand, Two Hundred Fourteen Dollars ($2,629,214) (the “ Purchase Price ”).

1.3 Payment of the Purchase Price.

1.3.1 Down Payment. On the Effective Date, Seller shall deliver to Buyer, by wire transfer, a down payment for Seller’s Equity Payment in the amount of Three Hundred Thousand Dollars ($300,000) (“ Down Payment ”).

1.3.2 Equity Promissory Note. On the Effective Date, Seller shall deliver to Buyer a Secured Promissory Note in the form of that attached hereto as Exhibit “A” (the “ Equity Promissory Note ”) in the amount of Nine Hundred Ninety-One Thousand, Five Hundred Twenty Dollars ($991,520). The Equity Promissory Note shall be secured by a pledge of Buyer’s entire ownership interest in the Company, which pledge agreement shall be in the form of that attached hereto as Exhibit “B” (the “ Pledge Agreement ”), and shall be guaranteed by Francisco Clouthier in the form of that attached hereto as Exhibit “C” (the “ Guaranty ”). Buyer shall also deliver to Seller a signed UCC-1 Statement, suitable for filing in the State of California.

1.3.3 Goodwill Promissory Note. On the Effective Date, Seller shall deliver to Buyer a Secured Promissory Note in the form of that attached hereto as Exhibit “D” (the

“ Goodwill Promissory Note ”) in the amount of One Million, Three Hundred Thirty-Seven Thousand, Six Hundred Ninety-Four Dollars ($1,337,694). The Goodwill Promissory Note shall also be secured by the Pledge Agreement and guaranteed by the Guaranty.

ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER

Seller hereby represents and warrants to Buyer, and covenants with Buyer, as follows:

2.1 Authority and Capacity . Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of California and has all requisite power, authority and capacity to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. No approval or consent of any persons other that Seller is necessary.

2.2 Agreement Will Not Cause Breach or Violation . The execution, delivery and performance of this Agreement by Seller does not and the consummation of the transaction contemplated hereby will not (a) conflict with any provision of Seller’s charter documents; (b) result in a breach of or default under any other agreement to which Seller is a party or by which it is bound; or (c) violate any law applicable to Seller or any judgment, order, injunction, decree or award of any court, arbitrator, administrative agency or governmental body applicable to or binding upon Seller.

2.3 Binding Agreement . This Agreement has been duly and validly executed and delivered by Seller and constitutes Seller’s valid and binding agreement, enforceable against Seller in accordance with and subject to its terms.

2.4 Title to Seller’s Interest . Seller is the lawful record and beneficial owner of all of Seller’s Interest, free and clear of any liens, claims, agreements, charges, security interests and encumbrances whatsoever. On the Effective Date, the Operating Agreement of the Company showing ownership of the membership interests of the Company shall be amended to memorialize this transaction and to show that Buyer owns 100% of the membership interests in the Company, subject to the terms of this Agreement and the Pledge Agreement. Seller shall sign such documents and provide such certificates as may be required to evidence the sale of Seller’s Interest.

2.5 Absence of Liabilities . To the actual knowledge of Art Bruno (“ Bruno ”), without duty of inquiry or investigation, there are no material debts, liabilities or obligations of any nature, whether accrued, absolute, contingent, or otherwise, that are not reflected on the Company’s balance sheet, except for a contingent liability in connection with a dispute between the Company and its workers’ compensation carrier in the approximate amount of Six Thousand Dollars ($6,000) (the “ Carrier Claim ”). If the carrier prevails, Buyer and Seller agree to share equally in the cost.

2.6 Compliance with Laws . To the actual knowledge of Bruno, the Company has not received notice that it is in violation of any applicable federal, state, or local statute, law, ordinance, or regulation affecting the operation of the Company’s business.

2.7 Absence of Litigation . To the actual knowledge of Bruno, the Company has not received notice of any pending or threatened suit, action, arbitration, or legal or administrative proceeding or investigation affecting the Company or its business, except for the Carrier Claim.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller as follows:

3.1 Authority and Capacity of Buyer; No Default of Company . Buyer has all requisite power, authority and legal capacity to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Buyer does not and the consummation of the transaction contemplated hereby will not (a) conflict with any provision of the Buyer’s charter documents; (b) result in a breach of or default under any other agreement to which the Buyer or the Company is a party or by which either is bound; or (c) violate any law applicable to Buyer, or any judgment, order, injunction, decree or award of any court, arbitrator, administrative agency or governmental body applicable to or binding upon Buyer. There are no restrictions on the sale, transfer, or pledge of the Company membership interests in the any contracts to which the Company is a party.

3.2 Binding Agreement. This Agreement has been duly and validly executed and delivered by Buyer and constitutes Buyer’s valid and binding agreement, enforceable against Buyer in accordance with and subject to its terms.

3.3 Buyer’s Knowledge of Company . Buyer has owned 50% of the Company since the formation of the Company, and has been significantly involved in all aspects of the operations and management of the Company. Buyer is completely familiar with the business, technologies, financial condition, risks, and prospects of the Company, and Seller has made no representation or warranty regarding the Company, its business, technologies, financial condition or prospects. Seller is selling Seller’s Interest without representation, warranty, promise, or guarantee of any kind or nature (except as set forth in Article II), and Buyer is purchasing Seller’s Interest based entirely on Buyer’s knowledge of the Company, and without reliance on any information or representations made or allegedly made by Seller, its employees or agents.

3.4 Investment Representations . Buyer is acquiring the Seller’s Interest for Buyer’s own account and is not acquiring the Seller’s Interest with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act of 1933, as amended.

ARTICLE IV

COVENANTS OF BUYER; POST-CLOSING MATTERS

4.1 Sublease. The Company is party to a sublease for certain premises located at 1601 East Olympic Avenue, Bay 509-510, Los Angeles, California 90021, dated as of July 27, 2011, pursuant to which Witt and Perricone are the Sublessors and Los Angeles Wholesale Produce Market, LLC is the Landlord (the “ Sublease ”). Buyer shall use its best efforts to have Seller released as a guarantor of the Sublease effective as of the Effective Date; provided, however, that Buyer’s obligations shall be limited to requesting that Sublessors agree to release Seller from its guaranty. Buyer shall not exercise its option to extend the term of the Sublease or otherwise extend the term or expand the premises beyond the term and square footage leased under the Sublease as of the Effective Date or otherwise enter into any agreement or take any action that would increase or extend the obligations of Buyer under the Sublease unless and until

Seller has been released as guarantor under the Sublease. If any notice of Buyer’s purchase of Seller’s Interest or any consent of Sublessors or the Landlord is required under the Sublease (including by incorporation of the terms of the master lease), Buyer shall deliver such notice or obtain such consent.

4.2 Employees . Two employees of Seller (Paul Stanke and Susan Arenyz) will terminate their employment with Seller and Buyer will cause those employees to be hired by the Company, effective as of the day after the Effective Date. On the Effective Date, Seller shall pay all required compensation and employee-related benefits directly to Stanke and Arenyz through the Effective Date. In addition, Seller shall, at Seller’s expense, continue to provide health insurance coverage to Stanke and Arenyz through Seller’s payment of COBRA costs for a period not to exceed ninety (90) days following the termination of their employment with Seller.

4.3 Notification of Transaction. Seller shall make such filings with the Securities and Exchange Commission as may be required in connection with this transaction. Buyer and Seller may make such public announcements (including, without limitation, press releases and announcements in trade and industry publications and publications of general interest) as each deems appropriate; provided, however, that such public announcements shall be subject to review and approval by the other party, to be granted or denied within three business days of request, with consent not to be unreasonably withheld and with silence being deemed consent. The parties shall reasonably cooperate with each other in making such announcements and filings.

4.4 Trademarks and Tradenames. As of the Effective Date, Seller shall assign to the Company, to the extent owned by Seller, without warranty, the sole and exclusive right to use the names “Maui Fresh,” “M Fresh,” “Maui Fresh International,” “Maui Fresh International, LLC,” and any similar name or forms thereof, and Seller shall have no right to use and of the foregoing names from and after the Effective Date; provided, however, that Buyer acknowledges that Seller operates a business under the name “Maui Fresh International, Inc.” and agrees that Seller shall have such reasonable time as may be required to formally change the name of such corporation to a corporate name that does not include the words “Maui Fresh”. Under no circumstances shall Buyer have any right to use the name “Calavo”, “Calavo Growers, Inc.”, or any other tradename or trademark owned or used by Seller.

4.5. Indemnification.

4.5.1 Indemnification by Buyer . Buyer will indemnify, defend, and hold Seller, and each of Seller’s officers, directors, employees, and agents harmless from and pay any and all losses, costs, damages, claims, obligations, liabilities and expenses (including, without limitation, all reasonable attorneys’ fees and costs), whether known or unknown, contingent or vested, matured or unmatured, and whether or not resulting from third-party claims (collectively, “ Claims ”), directly or indirectly resulting from, relating to, arising out of or attributable to any of the following: (a) any breach of any representation or warranty Buyer has made in this Agreement; (b) any breach, violation or default by Buyer of any covenant, agreement or obligation of Buyer in this Agreement; (c) any event arising from the operation and ownership of, or conditions first occurring with respect to, the Company as of and from the Effective Date, and (d) any Claims arising out of or in connection with the Sublease, including without limitation, any failure of payment or performance by the Company owing under the Sublease and any Claims arising out of the failure of the Sublessors or Landlord to consent to this transaction, if such consent is required.

4.5.2 Indemnification by Seller . Seller shall indemnify, defend, and hold Buyer, and each of Buyer’s members, officers, directors, employees, and agents harmless from and pay any and all losses, costs, damages, claims, obligations, liabilities and expenses (including, without limitation, all reasonable attorneys’ fees and costs), whether known or unknown, contingent or vested, matured or unmatured, and whether or not resulting from third-party claims (collectively, “ Claims ”), directly or indirectly resulting from, relating to, arising out of or attributable to any of the following: (a) any breach of any representation or warranty Seller has made in this Agreement; (b) any breach, violation or default by Seller of any covenant, agreement or obligation of Seller in this Agreement; (c) any grossly negligent or willful misconduct of Seller in connection with the Company occurring prior to the Effective Date.

4.6 Buyer to Retain Ownership . Except as provided below, until or unless the Equity Promissory Note and the Goodwill Promissory Note have been or, in connection with such transaction, will be paid in full, Buyer shall not: (a) sell, assign, pledge, or transfer (whether voluntarily, involuntarily, by operation of law, by gift or for consideration) any membership interest in the Company or sell the Company; and (b) without the prior written consent of Seller, allow the Company to sell any of its assets, except in the ordinary course of business, or issue any new or additional membership interests or admit any new members to the Company, or amend its operating agreement. Any such prohibited sale, pledge or other transfer or issuance of new membership interests shall be null and void, and the Company shall not be required to transfer or enter on its books any new or transferred membership interests in the Company until the Equity Promissory Note and the Goodwill Promissory Note have been paid in full. Until such time, Buyer shall continue to operate and manage the Company and its assets in a good and prudent manner, in accordance with past practice. Notwithstanding the foregoing, all or part of the membership interest of Buyer in the Company may be assigned and transferred to Francisco Clouthier, or any entity in which Francisco Clouthier (or a grantor trust in which Francisco Clouthier is the sole trustee or a co-trustee with his spouse) is the sole owner thereof (subject to any community property interest); provided, however, that Francisco Clouthier shall confirm in writing at the time of the transfer the continuing validity and enforceability of the Pledge Agreement and the Guaranty. In the event of such assignment and transfer, and conditioned upon Seller’s receipt of the above-described confirmation by Francisco Clouthier, the obligations of Buyer shall be assumed by Francisco Clouthier or the transferee entity and Buyer shall be relieved of any further obligation under the Equity Promissory Note and the Goodwill Promissory Note.

4.7 Amendment to Operating Agreement; Issuance of Certificates. Immediately following the Effective Date, Buyer shall cause the Company to amend its Operating Agreement to document the restrictions described in Paragraph 4.6 above, and to authorize and require the issuance of membership certificates evidencing the restrictions set forth in Paragraph 4.6, above, and a reference to the Pledge Agreement.

4.8 Termination of Joint Venture Agreement. Concurrently with the sale of the Seller’s Interest to Buyer, the Maui Fresh International, LLC Joint Venture Agreement dated as of April 13, 2006 will automatically, and without further action by the parties, be terminated and neither party shall have any further rights thereunder.

ARTICLE V

MISCELLANEOUS

5.1 Entire Agreement . This Agreement constitutes the entire understanding and agreement of the parties relating to the subject matter hereof and supersedes any and all prior understandings, agreements, negotiations and discussions, both written and oral, between the parties hereto with respect to the subject matter hereof.

5.2 Governing Law . This Agreement shall be construed, interpreted and enforced in accordance with, and shall be governed by, the laws of the State of California without reference to, and regardless of, any applicable choice or conflicts of laws principles.

5.3 Counterparts and Signatures . This Agreement may be executed in any number of counterparts and by the several parties hereto in separate counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same Agreement. Signatures by facsimile or electronic means shall be valid and enforceable; provided, however, that the Buyer shall deliver to the Seller the originally signed Equity Promissory Note, Goodwill Promissory Note, and Pledge Agreement.

5.4 Further Assurances . Each of the parties hereto shall from time to time at the request of the other party hereto, and without further consideration, execute and deliver to such other party such further instruments of assignment, transfer, conveyance and confirmation and take such other action as the other party may reasonably request in order to more effectively fulfill the purposes of this Agreement.

5.5 Severability . The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof. If any provision hereof is determined by a court of competent jurisdiction or an arbitrator to be invalid or unenforceable, such provision shall be limited to the extent necessary to make it valid and enforceable, or if necessary, severed from this Agreement, and the remainder of the Agreement shall be in full force and effect.

5.6 Attorneys’ Fees . If either party brings a claim or lawsuit against the other party to this Agreement to interpret or enforce any of the terms of this Agreement, or to interpret or enforce the Equity Promissory Note, the Goodwill Promissory Note, or the Pledge Agreement, the prevailing party shall, in addition to all other damages, be entitled to reasonable attorneys’ fees and costs, costs of witnesses, and costs of investigation from the non-prevailing party.

5.7 Amendment and Termination. This Agreement may be amended or terminated only upon a writing executed by both Buyer and Seller.

5.8 Successors and Assigns. Subject to the provisions of this Agreement relating to the transferability of Seller’s Interest, this Agreement shall be binding upon and inure to the benefit of Buyer and Seller and their respective successors and assigns. Whenever appropriate in this Agreement, references to Buyer or Seller shall be deemed to refer to such company’s successors or assigns.

5.9 Dispute Resolution.

5.9.1 Arbitration . All disputes concerning this Agreement shall be settled by arbitration, before one arbitrator, in accordance with the commercial arbitration rules of the American Arbitration Association then in effect. The arbitrator shall be selected in accordance with such commercial arbitration rules. A party is entitled to initiate an arbitration proceeding if a dispute cannot be resolved amicably within ten days after the other party has been notified of

the existence of the dispute. The arbitrator is authorized to grant injunctive relief and/or specific performance in addition to monetary relief. The arbitrator hereby is instructed to interpret and enforce this Agreement in strict accordance with its terms, and in accordance with California law. All arbitration proceedings shall be held in Los Angeles, California.

5.9.2 Equitable Relief. Notwithstanding the foregoing, each party is entitled to bring an action for temporary or preliminary injunctive relief at any time in any court of competent jurisdiction in order to prevent irreparable injury that might result from a breach of this Agreement. Furthermore, upon the occurrence of an event of default, Seller is entitled to exercise all of the rights and remedies described in this Agreement and, at any time, to bring an action in a court of competent jurisdiction (or, at its election, to initiate an arbitration proceeding) for purposes of enforcing the terms of this Agreement.

5.9.3 Award. The award of the arbitrator in any arbitration proceeding shall be final and may be enforced in any court of competent jurisdiction, and an action to compel arbitration may be brought in any court of competent jurisdiction. The unsuccessful party to any arbitration proceeding or to any court action that is permitted by this Agreement shall pay to the successful party all costs and expenses, including, without limitation, reasonable attorneys’ fees and the fees of the arbitrator, incurred therein by the successful party. EACH PARTY AGREES THAT, TO THE EXTENT PERMISSIBLE BY LAW, ALL RIGHTS TO A TRIAL BY A JURY OF ANY CLAIM CONCERNING THIS AGREEMENT ARE ABSOLUTELY AND FOREVER WAIVED.

Executed as of the date first above written.

Exhibit 10.2

EQUITY SECURED PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, San Rafael Distributing, Inc., an Arizona corporation (the “ Borrower ”), promises to pay to the order of Calavo Growers, Inc., a California corporation (the “ Holder ”), at 1141A Cummings Road, Santa Paula, California 93060 (or at such other place as the Holder may from time to time designate to the Borrower), in lawful money of the United States, the principal sum of Nine Hundred Ninety-One Thousand, Five Hundred Twenty Dollars ($991,520.00), together with interest on the unpaid principal balance from and after the date of this Promissory Note until paid at a rate equal to the average of Holder’s two credit facility costs from the preceding month, as it may change from time to time. Holder shall notify Borrower of the applicable interest rate so calculated 10 days prior to the date scheduled for payment thereof.

Principal and interest shall be due and payable in 36 equal monthly payments of principal (in the amount of $27,542.22 each) together with interest accrued on the unpaid principal balance, each payment being due and payable on the first day of each month commencing on December 1, 2012. By way of example, if the average of Holder’s two credit facility costs for the month of November 2012 is 1.75%, the accrued interest due and payable on December 1, 2012 (together with the monthly installment of principal), would be $1,445.97 ($991,520 x 1.75% = $17,351.60 ÷ 12 = $1,445.97). The entire amount of principal and all accrued and unpaid interest shall be due and payable on November 1, 2015.

This Promissory Note is given to the Holder in connection with the Borrower’s purchase of Holder’s membership interest in Maui Fresh International, LLC, a California limited liability company (the “ Company ”) pursuant to the Sale of LLC Interest Agreement dated as of October 31, 2012 (the “ Sale Agreement ”). Pursuant to the Sale Agreement, Borrower is also entering into a second promissory note (the “ Goodwill Note ”).

The payment of this Promissory Note is secured by a pledge of all of the membership interest of the Company owned by Borrower. The terms and conditions of the pledge of the membership interest are set forth in a Pledge and Security Agreement between the Borrower and the Holder (the “ Security Agreement ”) that is dated as of the same date as this Promissory Note. Notwithstanding the existence of security for the payment of this Promissory Note, the Borrower shall at all times remain liable to the Holder for the full and punctual payment of all principal, interest and other amounts that are owed under this Promissory Note.

Payment and performance of this Note is absolutely and unconditionally guaranteed by Francisco Clouthier on the terms of the Guarantee executed concurrently herewith.

Each payment made under this Promissory Note shall be applied (i) first, to fees, costs and expenses incurred by the Holder in enforcing this Promissory Note upon the occurrence of an Event of Default (as defined below), (ii) second, to accrued interest, and (iii) third, to the principal balance of this Promissory Note. Any principal, interest or other amount payable under this Promissory Note that is not paid when due shall bear interest from and after the date when due until paid in full at the rate of twelve percent (12%) per annum (the “ Default Rate ”). Nothing in the preceding sentence shall be interpreted as a waiver or limitation of the Holder’s right to compel payment of all amounts hereunder when due and payable.

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If the Borrower is not in default under this Promissory Note, the Borrower shall have the privilege of prepaying, without penalty or premium, the outstanding principal balance hereof in whole or in part at any time or from time to time. Any such prepayment must be accompanied by full payment of all interest then accrued and unpaid on the principal amount being prepaid.

The Borrower’s failure to (i) pay when due any principal, accrued interest or other amount owed under this Promissory Note or under the Goodwill Note, or (ii) perform any agreement contained in the Sale Agreement or the Security Agreement, or the failure of any representation or warranty of the Borrower that is contained in the Sale Agreement or the Security Agreement to be true, if the failure under either (i) or (ii) is not remedied in full within ten (10) days after receipt of written notice from the Holder, shall constitute an “ Event of Default .”

Upon the occurrence of an Event of Default, the Holder shall have the right, at its sole option, at any time thereafter, (i) to declare the entire balance of principal and accrued interest on this Promissory Note and the Goodwill Note to be immediately due and payable, (ii) to exercise all of its rights as a secured party under the Security Agreement with respect to the membership interests pledged by the Borrower, and (iii) to exercise any and all of its other rights and remedies that are provided under the Security Agreement and applicable law. All rights and remedies of the Holder are cumulative and concurrent and may be pursued singularly, successively or together, at the sole discretion of the Holder, and whenever and as often as the Holder deems necessary or appropriate.

If, after not less than 30 days after an Event of Default which has not been cured, an attorney is engaged by the Holder to undertake collection, or enforce or construe any provision of this Promissory Note or the Goodwill Note, the Security Agreement, or the Sale Agreement, with or without the filing of any arbitration proceeding or legal action by the Holder, then the Borrower shall pay on demand all reasonable attorneys’ fees and other costs and expenses incurred by the Holder in connection therewith. If an action (arbitration or court proceeding) is brought to enforce the terms of this Promissory Note or the Goodwill Note, then the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred in connection therewith.

The Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest, notice of default and any and all lack of diligence or delay by the Holder in the collection or enforcement of this Promissory Note. The Holder shall not be deemed to have waived any right or remedy that it has under this Promissory Note, the Security Agreement or applicable law unless it has expressly waived the same in writing or unless this Promissory Note or the Security Agreement expressly provides a period of time in which the right or remedy must be exercised. The waiver by the Holder of a right or remedy shall not be construed as a waiver of any other right or remedy or of any subsequent right or remedy of the same kind.

If any provision of this Promissory Note is determined by an arbitrator or a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed

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severed from this Promissory Note, and the validity, legality and enforceability of the remaining provisions of this Promissory Note shall remain in full force and effect. If the Holder ever receives any interest payment on this Promissory Note in excess of the maximum interest permitted by applicable law, such excess amount shall, at the Holder’s option, be applied to the reduction of the unpaid principal balance of this Promissory Note or returned to the Borrower.

Time is of the essence with respect to every provision hereof. This Promissory Note shall be governed by the internal laws of the State of California without giving effect to conflict-of-law principles.

IN WITNESS WHEREOF, the Borrower has executed and delivered this Promissory Note as of the date first written above.

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Exhibit 10.3

GOODWILL SECURED PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, San Rafael Distributing, Inc., an Arizona corporation (the “ Borrower ”), promises to pay to the order of Calavo Growers, Inc., a California corporation (the “ Holder ”), at 1141A Cummings Road, Santa Paula, California 93060 or at such other place as the Holder may from time to time designate to the Borrower), in lawful money of the United States, the principal sum of One Million, Three Hundred Thirty-Seven Thousand, Six Hundred Ninety-Four Dollars ($1,337,694.00).

The entire principal amount shall be due and payable on November 1, 2017.

This Promissory Note is given to the Holder in connection with the Borrower’s purchase of Holder’s membership interest in Maui Fresh International, LLC, a California limited liability company (the “ Company ”) pursuant to the Sale of LLC Interest Agreement dated as of October 31, 2012 (the “ Sale Agreement ”). Pursuant to the Sale Agreement, Borrower is also entering into a second promissory note (the “ Equity Note ”).

The payment of this Promissory Note is secured by a pledge of all of the membership interest of the Company owned by Borrower. The terms and conditions of the pledge of the membership interest are set forth in a Pledge and Security Agreement between the Borrower and the Holder (the “ Security Agreement ”) that is dated as of the same date as this Promissory Note. Notwithstanding the existence of security for the payment of this Promissory Note, the Borrower shall at all times remain liable to the Holder for the full and punctual payment of all principal, interest and other amounts that are owed under this Promissory Note.

Payment and performance of this Note is absolutely and unconditionally guaranteed by Francisco Clouthier on the terms of the Guarantee executed concurrently herewith.

Each payment made under this Promissory Note shall be applied (i) first, to fees, costs and expenses incurred by the Holder in enforcing this Promissory Note upon the occurrence of an Event of Default (as defined below), (ii) second, to accrued interest, if any, on the terms described below; and (iii) third, to the principal balance of this Promissory Note. If the principal amount due hereunder is not paid when due, any unpaid amount of principal shall bear interest from and after the date when due until paid in full at the rate of twelve percent (12%) per annum (the “ Default Rate ”). Nothing in the preceding sentence shall be interpreted as a waiver or limitation of the Holder’s right to compel payment of all amounts hereunder when due and payable.

If the Borrower is not in default under this Promissory Note, the Borrower shall have the privilege of prepaying, without penalty or premium, the outstanding principal balance hereof in whole or in part at any time or from time to time.

The Borrower’s failure to (i) pay when due any principal, accrued interest or other amount owed under this Promissory Note or under the Equity Note, or (ii) perform any agreement contained in the Sale Agreement or the Security Agreement, or the failure of any representation or warranty of the Borrower that is contained in the Sale Agreement or the

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Security Agreement to be true, if the failure under either (i) or (ii) is not remedied in full within ten (10) days after receipt of written notice from the Holder, shall constitute an “Event of Default.”

Upon the occurrence of an Event of Default, the Holder shall have the right, at its sole option, at any time thereafter, (i) to declare the entire balance of principal and accrued interest on this Promissory Note and the Equity Note to be immediately due and payable, (ii) to exercise all of its rights as a secured party under the Security Agreement with respect to the membership interests pledged by the Borrower, and (iii) to exercise any and all of its other rights and remedies that are provided under the Security Agreement and applicable law. All rights and remedies of the Holder are cumulative and concurrent and may be pursued singularly, successively or together, at the sole discretion of the Holder, and whenever and as often as the Holder deems necessary or appropriate.

If, after not less than 30 days after an Event of Default which has not been cured, an attorney is engaged by the Holder to undertake collection, or enforce or construe any provision of this Promissory Note or the Equity Note, the Security Agreement, or the Sale Agreement, with or without the filing of any arbitration proceeding or legal action by the Holder, then the Borrower shall pay on demand all reasonable attorneys’ fees and other costs and expenses incurred by the Holder in connection therewith. If an action (arbitration or court proceeding) is brought to enforce the terms of this Promissory Note or the Equity Note, then the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred in connection therewith.

The Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest, notice of default and any and all lack of diligence or delay by the Holder in the collection or enforcement of this Promissory Note. The Holder shall not be deemed to have waived any right or remedy that it has under this Promissory Note, the Security Agreement or applicable law unless it has expressly waived the same in writing or unless this Promissory Note or the Security Agreement expressly provides a period of time in which the right or remedy must be exercised. The waiver by the Holder of a right or remedy shall not be construed as a waiver of any other right or remedy or of any subsequent right or remedy of the same kind.

If any provision of this Promissory Note is determined by an arbitrator or a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed severed from this Promissory Note, and the validity, legality and enforceability of the remaining provisions of this Promissory Note shall remain in full force and effect. If the Holder ever receives any interest payment on this Promissory Note in excess of the maximum interest permitted by applicable law, such excess amount shall, at the Holder’s option, be applied to the reduction of the unpaid principal balance of this Promissory Note or returned to the Borrower.

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Time is of the essence with respect to every provision hereof. This Promissory Note shall be governed by the internal laws of the State of California without giving effect to conflict-of-law principles.

IN WITNESS WHEREOF, the Borrower has executed and delivered this Promissory Note as of the date first written above.

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Exhibit 10.4

PLEDGE AND SECURITY AGREEMENT

This Pledge and Security Agreement (the “ Agreement ”), dated October 31, 2012, is given by San Rafael Distributing, Inc., an Arizona corporation (“ San Rafael ”) to Calavo Growers, Inc., a California corporation (“ Calavo ”) in connection with San Rafael’s purchase of Calavo’s membership interest in Maui Fresh International, LLC, a California limited liability company (the “ Company ”) pursuant to the Sale of LLC Interest Agreement dated as of October 31, 2012 (the “ Sale Agreement ”).

RECITALS

A. Calavo and San Rafael entered into the Sale Agreement on October 31, 2012, pursuant to which Calavo sold to San Rafael all of Calavo’s membership interest in the Company, and San Rafael delivered to Calavo one promissory note in the amount of Nine Hundred Ninety-One Thousand, Five Hundred Twenty Dollars ($991,520) (the “ Equity Note ”) and one promissory note in the amount of One Million, Three Hundred Thirty-Seven Thousand, Six Hundred Ninety-Four Dollars ($1,337,694) (the “ Goodwill Note ”). Collectively, the Equity Note and the Goodwill Note are referred to as the “ Promissory Notes” , and collectively, the sale of Calavo’s interest is referred to as the “ Sold Interest ”.

B. As security for the payment of the Promissory Notes and in order to induce Calavo to accept the Promissory Notes in consideration of the sale of the Sold Interest, San Rafael has agreed to give Calavo a first-priority security interest in all of the membership interests in the Company (the “ Entire Interest ”) upon the terms and conditions described in this Agreement. Notwithstanding the existence of security for the payment of the Promissory Notes, San Rafael shall at all times remain liable to Calavo for the full and punctual payment of all principal, accrued interest and other amounts that are owed under the Promissory Notes.

NOW, THEREFORE , San Rafael agrees as follows:

1. Grant of Security Interest . As security for the full and timely payment of all principal, accrued interest and other amounts that are owed by San Rafael under the Promissory Notes and this Agreement (collectively, the “ Debt ”) and the full and timely performance of all other obligations under this Agreement, San Rafael hereby grants to Calavo a continuing and first-priority security interest (the “ Security Interest ”) in the following (collectively, the “ Collateral ”): all right, title and interest of San Rafael in and to the Entire Interest and all rights and privileges pertaining to the Entire Interest, including, without limitation, all voting rights, all securities receivable in respect of or in exchange for the Entire Interest, all rights to subscribe for securities incident to or arising from ownership of the Entire Interest, all cash, stock and other dividends or distributions paid or payable on the Entire Interest, all of San Rafael’s books and records pertaining to the foregoing and all proceeds from sales, transfers or other dispositions of the Entire Interest and whatever is received when any of the foregoing is sold, exchanged or otherwise transferred. Without limiting the generality of the foregoing, if San Rafael receives any additional membership interests of the Company or of any successor to the Company, such additional membership interests shall be considered part of the “Entire Interest” for purposes of this Agreement and shall be subject to the Security Interest.

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2. Rights of San Rafael . Prior to the occurrence of an Event of Default (as defined below in Section 9) and subject to the restrictions on the transferability of the Entire Interest described below in Section 3, San Rafael shall have all of the rights of a member of the Company with respect to the Entire Interest (including, without limitation, voting rights and the right to receive any cash dividends that may be declared and paid by the Company). Following the occurrence of an Event of Default, San Rafael’s rights with respect to the Entire Interest (including, without limitation, its voting rights and rights to dividends) shall be subject to all of Calavo’s rights and remedies upon the exercise of its Security Interest. San Rafael agrees that, during the continuance of an Event of Default and unless otherwise determined by Calavo: (i) all dividends and other distributions that it would otherwise be entitled to receive with respect to the Entire Interest shall instead be withheld by the Company and applied to payments that are owed by San Rafael on the Promissory Notes, and (ii) Calavo shall have the voting rights with respect to the Entire Interest.

3. Restrictions on Sale or Transfer; Continuing Operations. Except as provided below, until the payment in full of the Debt or unless the Debt will be paid as part of such transaction, San Rafael shall not: (a) sell, assign, pledge or otherwise transfer (whether voluntarily, involuntarily, by operation of law, by gift or for consideration) any of the Entire Interest, or sell the Company; and (b) without the prior written consent of Calavo, allow the Company to sell any of its assets, except in the ordinary course of business, or issue any new or additional membership interests or admit any new members to the Company, or amend its operating agreement. Any such prohibited sale, pledge or other transfer or issuance of new membership interests shall be null and void, and the Company shall not be required to transfer or enter on its books any new or transferred membership interests in the Company until the Debt has been paid in full. Until such time, San Rafael shall continue to operate and manage the Company and its assets in a good and prudent manner, in accordance with past practice. Notwithstanding the foregoing, all or part of the membership interest of Buyer in the Company may be assigned and transferred to Francisco Clouthier, or any entity in which Francisco Clouthier (or a grantor trust in which Francisco Clouthier is the sole trustee or a co-trustee with his spouse) is the sole owner thereof (subject to any community property interest); provided, however, that Francisco Clouthier shall confirm in writing at the time of the transfer the continuing validity and enforceability of the Pledge Agreement and the Guaranty. In the event of such assignment and transfer, and conditioned upon Calavo’s receipt of the above-described confirmation by Francisco Clouthier, the obligations of Buyer shall be assumed by Francisco Clouthier or the transferee entity and Buyer shall be relieved of any further obligation under the Promissory Notes.

4. Restrictive Legends . Substantially the following legends shall be placed on the membership certificates of the members and on the Operating Agreement of the Company: “THE OWNERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF CALAVO GROWERS, INC. AND TO RESTRICTIONS ON TRANSFER DESCRIBED IN A PLEDGE AND SECURITY AGREEMENT BETWEEN THE REGISTERED OWNER OF THE MEMBERSHIP INTERESTS AND CALAVO GROWERS, INC., A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE OWNERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH PLEDGE AND SECURITY AGREEMENT.”

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5. Preservation and Protection of the Security Interest . San Rafael shall preserve and protect Calavo’s first-priority security interest in the Collateral and shall cause the Security Interest to be perfected and to continue to be perfected until the Debt is paid in full. Concurrently with the execution and delivery of this Agreement, San Rafael shall execute and deliver to Calavo a UCC financing statement for filing with the California Secretary of State. San Rafael shall execute and deliver to Calavo (within ten days after receipt of Calavo’s request) such other security agreements, endorsements, pledges, assignments and other documents (including, without limitation, financing statements and continuation statements and amendments thereto) as Calavo may request from time to time to effectuate the grant to Calavo of the Security Interest, and Calavo is authorized to file and/or record such documents with the California Secretary of State and other appropriate regulatory authorities. Within ten days after receipt of Calavo’s request, all certificates and instruments representing or evidencing the Collateral shall be delivered to Calavo for retention pursuant to this Agreement and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by San Rafael’s endorsement, where necessary, of duly executed instruments of transfer, all in form and substance satisfactory to Calavo. Without limiting the generality of the foregoing, concurrently with its execution and delivery of this Agreement to Calavo, San Rafael shall deliver to Calavo the membership certificates evidencing San Rafael’s ownership of the Entire Interest and an undated power in blank executed by San Rafael with respect to the Entire Interest.

6. Title to the Collateral . San Rafael shall at all times maintain good and marketable title to the Collateral free and clear of all liens, encumbrances and other security interests. San Rafael shall pay in full any tax that is imposed on any of the Collateral prior to its delinquency and, within ten days after any other lien or encumbrance is imposed on any of the Collateral, San Rafael shall pay and discharge such lien or other encumbrance in full.

7. Cash Dividends Paid Prior to an Event of Default . Notwithstanding anything to the contrary in this Agreement, any and all cash dividends that are paid on the Entire Interest by the Company prior to the occurrence of an Event of Default shall not be treated as Collateral that is subject to the Security Interest, and San Rafael shall be entitled to retain and/or transfer such cash dividends in its discretion free from any restrictions imposed by this Agreement. However, any and all cash dividends that are paid on the Entire Interest by the Company during the continuance of an Event of Default shall be treated as Collateral that is subject to the Security Interest and the terms and conditions of this Agreement that pertain to the Security Interest and the Collateral.

8. Power of Attorney . San Rafael hereby appoints Calavo as its attorney-in-fact (with full power of substitution) to execute, deliver and file, effective upon the occurrence of an Event of Default, on San Rafael’s behalf and at San Rafael’s expense (i) any financing statements, continuation statements or other documents required to perfect or continue the Security Interest and (ii) any other documents and instruments that Calavo determines are necessary or appropriate in order to enable it to exercise its rights and remedies that are provided hereunder and by applicable law upon the occurrence of an Event of Default. This power, being coupled with an interest, shall be irrevocable until the Debt is paid in full.

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9. Event of Default . An “ Event of Default ” under this Agreement means (i) San Rafael’s failure to pay when due any principal, accrued interest or other amount that is owed under either or both of the Promissory Notes or this Agreement, or (ii) San Rafael’s failure to perform any other agreement contained in this Agreement, the Sale Agreement or either (or both of) the Promissory Notes or the failure of any representation or warranty of San Rafael that is contained in this Agreement, the Sale Agreement or the Promissory Notes to be true, if the failure under either (i) or (ii) is not remedied within ten (10) days after receipt of written notice from Calavo.

10. Remedies on an Event of Default . Upon the occurrence of an Event of Default, Calavo shall have the immediate right to take control of all or any part of the Collateral, with or without judicial process, and without advertisement, and without demand of performance or notice to San Rafael, except as otherwise provided in Section 9 above, all of which are (except as set forth in Section 9) expressly waived by San Rafael; provided, however, that if any notice is required by law in connection with the exercise by Calavo of its rights and remedies, San Rafael agrees that ten days’ prior written notice is a reasonable time and manner for notice (which ten days’ notice shall be concurrent with, and not in addition to, the notice required under Section 9). Furthermore, Calavo may exercise all of the other rights and remedies that are provided to it under this Agreement and to a secured party by the California Uniform Commercial Code and otherwise by applicable law. Calavo’s rights and remedies shall include, without limitation, the power (i) to transfer into Calavo’s name or into the name of its nominee any or all of the Entire Interest or other Collateral and thereafter to receive and retain all cash and other dividends, distributions and payments made on account of the Entire Interest and other Collateral, and otherwise act with respect thereto as though it were the absolute owner thereof, and (ii) to sell all or any portion of the Entire Interest and other Collateral at a public or private sale at such place and time and at such prices and other terms as Calavo may determine. San Rafael recognizes that Calavo may be compelled to resort to one or more private sales of any or all of the Entire Interest constituting part of the Collateral to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. San Rafael acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not, for such reason alone, be deemed to have been made in a commercially unreasonable manner. Calavo shall not be under any obligation to delay a sale of any or all of the Entire Interest for the period of time necessary to permit the registration of the Entire Interest for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws. At any sale, Calavo may, to the extent permissible under applicable law, purchase the whole or any part of the Entire Interest or other Collateral, and Calavo shall be entitled to use and apply any or all of the Debt as a credit on account of the purchase price of the Entire Interest or other Collateral. Calavo and any other purchaser of any portion or all of the Entire Interest or other Collateral at any such sale shall hold the purchased Entire Interest or other Collateral free from any claim or right on the part of San Rafael, and San Rafael hereby waives any right of redemption, stay or appraisal that it might otherwise have under applicable law.

11. Application of Proceeds . Any Collateral or the proceeds of the Collateral held or realized upon at any time by Calavo following an Event of Default shall be applied in satisfaction of the Debt, in such order of application as Calavo shall determine in its reasonable discretion, until the Debt is fully paid, and thereafter any balance shall be distributed to San Rafael or as otherwise required by applicable law.

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12. No Implied Waivers; Cumulative Remedies . No delay or failure of Calavo in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right or remedy preclude any further exercise thereof or of any other right or remedy. The rights and remedies of Calavo under this Agreement are cumulative and not exclusive of any rights or remedies which it might otherwise have under the California Uniform Commercial Code or other applicable law. Any waiver, permit, consent or approval of any kind or character on the part of Calavo of any Event of Default or any such waiver of any provision of this Agreement must be in writing and shall be effective only to the extent specifically set forth in writing. San Rafael acknowledges and agrees that the exercise by Calavo of its rights under this Agreement and the acquisition or sale by Calavo of any portion or all of the Entire Interest or other Collateral will not operate to release San Rafael from its obligation to pay the Debt until full payment of any deficiency on the Debt has been made in cash. Furthermore, San Rafael acknowledges and agrees that Calavo is not obligated to exercise any of the rights or remedies provided by this Agreement, and that Calavo shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment that is substantially similar to that which Calavo accords its own similar property.

13. Reimbursement of Fees and Expenses . If, after not less than 30 days after an Event of Default which has not been cured, an attorney is engaged by Calavo to undertake collection, or enforce or construe any provision of this Agreement, the Sale Agreement, or one or both of the Promissory Notes, with or without the filing of any arbitration proceeding or legal action by Calavo, then San Rafael shall pay on demand all reasonable attorneys’ fees and other costs and expenses incurred by Calavo in connection therewith. If an action (arbitration or court proceeding) is brought to enforce the terms of this Agreement, the Sale Agreement, or one or both of Promissory Notes, or otherwise in connection with the transaction described herein and relationship between the parties in connection with such transaction, then the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred in connection therewith.

14. Termination of the Security Interest . The Security Interest shall terminate only if and when the Debt has been paid in full. Upon termination of the Security Interest, Calavo shall, at the request of San Rafael, file with the California Secretary of State and any other applicable regulatory authority a statement indicating that the Security Interest has terminated.

15. San Rafael’s Representations and Warranties .  San Rafael hereby represents and warrants to Calavo that it is purchasing the Sold Interest for its own account for investment purposes and not for the purpose of the public distribution of the Sold Interest. No other individual, corporation, partnership or other person, entity or group will have any direct or indirect security interest or other beneficial ownership interest in the Entire Interest during the period that they remain subject to the Security Interest.

16. Reporting Requirements . San Rafael agrees to deliver to Calavo complete and accurate quarterly financial reports (balance sheet, cash flow statement, income statement), maintained on a consistent basis and fairly showing the operations of the Company, within thirty (30) days following the end of each quarter.

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17. Miscellaneous Provisions .

(a) Further Assurances .  San Rafael shall from time to time at the request of Calavo, and without further consideration, execute and deliver to Calavo such further instruments of assignment, transfer, conveyance and confirmation and take such other action as Calavo may reasonably request in order to more effectively fulfill the purposes of this Agreement.

(b) Severability .  The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof. If any provision hereof is determined by a court of competent jurisdiction or an arbitrator to be invalid or unenforceable, such provision shall be limited to the extent necessary to make it valid and enforceable, or if necessary, severed from this Agreement, and the remainder of the Agreement shall be in full force and effect.

(c) Complete Agreement .  This Agreement, the Promissory Notes, and the Sale Agreement constitute the complete and exclusive agreement between San Rafael and Calavo with respect to the subject matter herein and thereof and replace and supersede any and all prior understandings, agreements, negotiations and discussions, both written and oral, between the parties hereto with respect to the subject matter hereof and thereof.

(d) Successors and Assigns .  Subject to the provisions of this Agreement and the Sale Agreement relating to the transferability of any portion or all of the Entire Interest, this Agreement shall be binding upon and inure to the benefit of San Rafael and Calavo and their respective successors and assigns. Whenever appropriate in this Agreement, references to San Rafael or Calavo shall be deemed to refer to such company’s successors or assigns.

(e) Notices .  Any notice required or permitted to be given to Calavo or San Rafael must be in writing and personally delivered or sent by registered or certified United States mail (postage prepaid and return receipt requested), by overnight delivery service or by facsimile transmission, addressed to the address shown below or to such other address as such party may designate in the foregoing manner to the other party. Any such notice that is sent by San Rafael or Calavo in the foregoing manner shall be deemed to have been delivered upon actual personal delivery or actual receipt by facsimile transmission (with telephonic confirmation of receipt) or delivery by the United States mail or an overnight delivery service.

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(f) Amendment and Termination .  This Agreement may be amended or terminated only upon a writing executed by both Calavo and San Rafael.

(g) Counterparts .  This Agreement may be executed in two counterparts, each of which shall be deemed an original, but both of which shall constitute one and the same instrument.

(h) Attorneys’ Fees . If either party brings a claim or lawsuit against the other party to this Agreement to interpret or enforce any of the terms of this Agreement, or to interpret or enforce the Equity Promissory Note, the Goodwill Promissory Note, or the Sale Agreement, the prevailing party shall, in addition to all other damages, be entitled to reasonable attorneys’ fees and costs, costs of witnesses, and costs of investigation from the non-prevailing party.

(i) Governing Law .  This Agreement shall be construed, interpreted and enforced in accordance with, and shall be governed by, the laws of the State of California without reference to, and regardless of, any applicable choice or conflicts of laws principles.

(j) Dispute Resolution . All disputes concerning this Agreement shall be settled by arbitration, before one arbitrator, in accordance with the commercial arbitration rules of the American Arbitration Association then in effect. The arbitrator shall be selected in accordance with such commercial arbitration rules. A party is entitled to initiate an arbitration proceeding if a dispute cannot be resolved amicably within ten days after the other party has been notified of the existence of the dispute. The arbitrator is authorized to grant injunctive relief and/or specific performance in addition to monetary relief. The arbitrator hereby is instructed to interpret and enforce this Agreement in strict accordance with its terms and in accordance with California law. All arbitration proceedings shall be held in Los Angeles, California.

Notwithstanding the foregoing, each party is entitled to bring an action for temporary or preliminary injunctive relief at any time in any court of competent jurisdiction in order to prevent irreparable injury that might result from a breach of this Agreement. Furthermore, upon the occurrence of an Event of Default, Calavo is entitled to exercise all of the rights and remedies described in this Agreement and, at any time, to bring an action in a court of competent jurisdiction (or, at its election, to initiate an arbitration proceeding) for purposes of enforcing the Security Interest.

The award of the arbitrator in any arbitration proceeding shall be final and may be enforced in any court of competent jurisdiction, and an action to compel arbitration may be brought in any court of competent jurisdiction. The unsuccessful party to any arbitration

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proceeding or to any court action that is permitted by this Agreement shall pay to the successful party all costs and expenses, including, without limitation, reasonable attorneys’ fees and the fees of the arbitrator, incurred therein by the successful party. EACH PARTY AGREES THAT, TO THE EXTENT PERMISSIBLE BY LAW, ALL RIGHTS TO A TRIAL BY A JURY OF ANY CLAIM CONCERNING THIS AGREEMENT ARE ABSOLUTELY AND FOREVER WAIVED.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

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Exhibit 10.5

PERSONAL GUARANTY

This PERSONAL GUARANTY (this “ Guaranty ”) is made as of October 31, 2012 by Francisco Clouthier, an individual (“ Guarantor ”), in favor of Calavo Growers, Inc., a California corporation (“ Seller ”).

1. Guarantee of Notes . This Guaranty is executed in connection with the purchase of Seller’s Membership Interest (the “ Membership Interest ”) in Maui Fresh International, LLC, a California limited liability company (the “ Company ”), by San Rafael Distributing, Inc., an Arizona corporation (“ Buyer ”). Guarantor is a shareholder, officer, and director of Buyer, and will benefit from the Buyer’s purchase of the Membership Interest from Seller. Buyer executed two promissory notes in connection with its obligation to pay for its purchase of Seller’s Membership Interest; an Equity Secured Promissory Note in the original principal amount of $991,520 dated October 31, 2012 (the “ Equity Note ”) and a Goodwill Secured Promissory Note in the original principal amount of $1,337,694 dated October 31, 2012 (the “ Goodwill Note ”). Together, the Equity Note and the Goodwill Note are referred to as the “ Notes ”; provided, however, that if only one Note is in default, all references to the Notes hereunder shall refer solely to the Note that is in default. Guarantor hereby unconditionally and irrevocably guarantees full payment and performance by Buyer of all of Buyer’s obligations under the Notes and any modifications and extensions of either or both Notes (collectively, the “ Obligations ”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Notes.

2. Purpose and Consideration . The execution and delivery of this Guaranty by Guarantor is a condition to Seller’s willingness to sell its Membership Interest to Buyer in consideration of the Notes, and Guarantor recognizes that Seller will rely upon this Guaranty. Guarantor has a significant employment and ownership interest in Buyer, and Buyer is becoming the sole Member of the Company, and, accordingly, Guarantor acknowledges that Guarantor will receive material direct and indirect benefits from Buyer’s purchase of Seller’s Membership Interest in the Company and Buyer’s execution of the Notes.

3. Guarantee is Independent and Absolute . The obligations of Guarantor hereunder are independent of the obligations of Buyer and of any other person who may become liable with respect to the Obligations. Guarantor is jointly and severally liable with Buyer and with any other guarantor for the full and timely payment and performance of all of the Obligations. Guarantor expressly agrees that a separate action or actions may be brought and prosecuted against Guarantor (or any other guarantor), whether or not any action is brought against Buyer, any other guarantor, or any other person for any Obligations guaranteed hereby and whether or not Buyer, any other guarantor, or any other persons are joined in any action against Guarantor. Guarantor further agrees that Seller shall have no obligation to proceed against any security for the Obligations prior to enforcing this Guaranty against Guarantor, and that Seller may pursue or omit to pursue any and all rights and remedies Seller has against any person or with respect to any security in any order or simultaneously or in any other manner. All rights of Seller and all obligations of Guarantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Notes, and (b) any other circumstances which might otherwise constitute a defense available to, or a discharge of the Buyer in respect of, the Obligations, until full payment thereof.

4. Guarantee of Payment and Performance . Guarantor’s liability under this Guarantee is a guarantee of payment and performance of the Obligations and not of collectability, and is not conditioned or contingent upon the genuineness, validity or enforceability of the Notes, and Guarantor hereby waives any and all benefits and defenses under Section 2810 of the California Civil Code and agrees that by doing so Guarantor is liable even if Buyer had no liability at the time of execution of the Notes or thereafter ceases to be liable. Guarantor’s liability hereunder shall continue until all sums due under the Notes have been paid in full and shall not be limited or affected in any way by any impairment or any diminution or loss of value of any security or collateral for the Notes.

5. Consents . Guarantor hereby consents to and waives notice of any extensions of time for performance which Seller may grant to Buyer and to any modifications or amendments of the Notes or extensions or renewals of the terms thereof. Guarantor waives notice of any default in the payment of any amount due under the Notes.

6. Waivers by Guarantor . Guarantor hereby waives (1) presentment, demand, protest and notice of protest, notice of dishonor and of non-payment, notice of acceptance of this Guarantee, and diligence in collection; (2) notice of the existence, creation, or incurring of any new or additional Obligations under the Notes; (3) any right to require Seller to proceed against, give notice to, or make demand upon the Buyer; (4) any right to require Seller to proceed against or exhaust any security or to proceed against or exhaust any security in any particular order; (5) any right to require Seller to pursue any remedy of Seller; (6) any right to direct the application of any security held by Seller; (7) any defense arising out of any disability or other defense of Buyer, including bankruptcy, dissolution, liquidation, cessation, impairment, modification, or limitation, from any cause, of any liability of the Buyer, or of any remedy for the enforcement of such liability; (8) any statute of limitations affecting the liability of Guarantor hereunder; and (9) any other defenses available to a surety under applicable law.

7. Bankruptcy Reimbursements . Guarantor hereby agrees that if all or any part of the Obligations paid to Seller by Buyer or any other party liable for payment and satisfaction of the Obligations (other than Guarantor) are recovered from Seller in any bankruptcy proceeding, Guarantor shall reimburse Seller immediately on demand for all amounts of such Obligations so recovered from Seller, together with interest thereon at the default rate set forth in the Notes from the date such amounts are so recovered until repaid in full to Seller, and, for this purpose, this Guarantee shall survive repayment of the Notes.

8. Jurisdiction and Venue . Jurisdiction and venue shall be in the County of Los Angeles, State of California.

9. Assignability . This Guarantee shall be binding upon Guarantor and Guarantor’s heirs and representatives and shall inure to the benefit of Seller and Seller’s successors and assigns.

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10. Payment of Costs of Enforcement . In the event any action or proceeding is brought to enforce this Guarantee, Guarantor shall pay all reasonable costs and expenses of Seller in connection with such action or proceeding, including, without limitation, reasonable attorneys’ fees incurred by Seller.

11. Notices . Any notice required or permitted to be given by Guarantor or Seller under this Guarantee shall be in writing and will be deemed given (a) upon personal delivery, (b) on the first business day after receipted delivery to a courier service which guarantees next-business day delivery, or (c) on the third business day after mailing, by registered or certified United States mail, postage prepaid, in any case to the appropriate party at its address set forth below:

To Seller :

Calavo Growers Inc.

1141A Cummings Road

Santa Paula, California 93060

Attention: Chief Financial Officer

Fax: (805) 921-3287

To Guarantor:

Francisco Clouthier

San Rafael Distributing, Inc.

1601 East Olympic Avenue, Bay 509-510

Los Angeles, California 90021

Fax: (213) 688-9768

Either party may change such party’s address for notices or copies of notices by giving notice to the other party in accordance with this Section 11.

12. Severability of Provisions . If any provision hereof shall be invalid or unenforceable, then such provision shall be limited to the extent required to make it valid and enforceable, and, if required, severed from this Guaranty, and the remainder of the document shall remain in full force and effect.

13. Waiver . Neither the failure of Seller to exercise any right or power given hereunder or to insist upon strict compliance by Buyer, Guarantor, any other guarantor, or any other person with any of its obligations set forth herein or in the Note shall constitute a waiver of Seller’s right to demand strict compliance with the terms and provisions of this Guaranty.

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14. Applicable Law . This Guaranty and the rights and obligations of the parties hereunder shall be governed by and interpreted in accordance with the internal laws of the State of California, without regard to conflict of law principles.

IN WITNESS WHEREOF, Guarantor has executed this Guarantee as of the day and year first above written.

GUARANTOR:

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