DIAMOND FOODS, INC. STANDARD DEBT SECURITIES WARRANT AGREEMENT PROVISIONS

EXHIBIT 4.10

DIAMOND FOODS, INC.

STANDARD DEBT SECURITIES WARRANT AGREEMENT PROVISIONS

     From time to time, Diamond Foods, Inc., a Delaware corporation (the “Company”), may enter into one or more warrant agreements that provide for the issuance and sale of warrants (“Warrants”) to purchase debt securities of the Company (“Debt Securities”). The standard provisions set forth herein may be included or incorporated by reference in any such warrant agreement (a “Warrant Agreement”). The Warrant Agreement, including the provisions incorporated therein by reference, is herein referred to as this “Agreement.” The person named as the “Warrant Agent” in the first paragraph of the Warrant Agreement is herein referred to as the “Warrant Agent.” Unless otherwise defined in this Agreement or in the Warrant Agreement, as the case may be, terms defined in the Warrant Agreement are used herein as therein defined and terms defined herein are used in the Warrant Agreement as herein defined.

ARTICLE 1

ISSUANCE, EXECUTION AND DELIVERY OF WARRANT CERTIFICATES

     1.1 Issuance of Warrant Certificates . Each Warrant Certificate shall evidence one or more Warrants. Each Warrant evidenced thereby shall represent the right, subject to the provisions contained herein and therein, to purchase a Debt Security in the principal amount set forth in the Warrant Agreement. The number of Warrants which may be issued and delivered under this Agreement is unlimited.

     There shall be established in or pursuant to a resolution of the Board of Directors of the Company or any duly authorized committee thereof or established in one or more warrant agreements supplemental hereto, prior to the issuance of any Warrants: the designation of the Debt Securities for which the Debt Securities Warrant are exercisable; if the Warrants are issued together as a unit with any other securities of the Company and, if so, the date after which the Warrants shall be freely tradable separately from such other securities (the “Distribution Date”) and if the Company may at its option or under circumstances described therein provide for an earlier Distribution Date; the exercise periods and the Expiration Date pursuant to Section 2.2; the Warrant Price and purchase price of the warrants and any form of consideration other than lawful money of the United States of America by which the Warrant Price and purchase price of the warrants may be paid pursuant to Section 2.1; the Call Price, Call Date and Call Terms pursuant to Section 3.4 and the limitations, if any, upon the Reduced Warrant Price and the Reduced Warrant Price Period pursuant to Section 3.5 the covenants of the Company, if any.

     1.2 Execution and Delivery of Warrant Certificates . Each Warrant Certificate, whenever issued, shall be in registered form substantially in such form or forms as shall be established by the Company from time to time pursuant to one or more resolutions of the Board of Directors of the Company or in one or more warrant agreements supplemental hereto, and in each case shall be dated as of the date of issuance thereof, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the Warrant Certificate may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with (i) any law or with any rule or regulation made pursuant thereto or (ii) any rule or regulation of any stock exchange on which the Warrant Certificates may be listed, or to conform to usage. The Warrant Certificates shall be signed on behalf of the Company by its Chairman of the Board

of Directors, a Vice Chairman of the Board of Directors, its President, a Vice President or its Treasurer and attested by its Secretary or Assistant Secretary, under its corporate seal. Such signatures may be manual or facsimile signatures of such authorized officers and may be imprinted or otherwise reproduced on the Warrant Certificates. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant Certificates.

     No Warrant Certificate shall be valid for any purpose, and no Warrant evidenced thereby shall be exercisable, until such Warrant Certificate has been countersigned by the manual signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that the Warrant Certificate so countersigned has been duly delivered hereunder.

     If any officer of the Company who shall have signed any of the Warrant Certificates either manually or by facsimile signature shall cease to be such officer before the Warrant Certificates so signed shall have been countersigned and delivered to the Warrant Agent, such Warrant Certificates nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificates had not ceased to be such officer of the Company. Any Warrant Certificate may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Warrant Certificate, shall be the proper officers of the Company, although at the date of the execution of this Agreement any such person was not an officer.

     1.3 Registration and Countersignature . The Warrant Agent shall, upon receipt of Warrant Certificates, duly executed on behalf of the Company, countersign the Warrant Certificates evidencing Warrants to purchase the principal amount of the Debt Securities set forth in the Warrant Agreement and shall deliver such Warrant Certificates to the appropriate person or entity upon the order of the Company. After the original issuance of the Warrant Certificates, the Warrant Agent shall countersign a Warrant Certificate only if the Warrant Certificate is issued in exchange or substitution for, or in connection with the registration of transfer of, one or more previously countersigned Warrant Certificates, as hereinafter provided. The Warrant Certificates shall not be valid for any purpose unless so countersigned.

     The Warrant Agent’s countersignature on all Warrants shall be in substantially the following form:

[NAME OF WARRANT AGENT],
as Warrant Agent

By                                                             
   Authorized Signatory

ARTICLE 2

WARRANT PRICE, DURATION AND EXERCISE OF WARRANT CERTIFICATES

     2.1 Warrant Price; Exercise Price . The purchase price of each Warrant and any other form of consideration other than lawful money of the United States of America by which the purchase price may be paid shall be as set forth in the Warrant Agreement. The exercise price

(including moneys and such other consideration) of the Debt Securities upon exercise of the Warrants is referred to in this Agreement as the “Exercise Price” and is payable in full at the time of exercise as set forth in the Warrant Agreement.

     2.2 Duration of Warrant Certificates . Warrant Certificates may be exercised in whole at any time, and in part from time to time, during the period set forth in the Warrant Agreement (the “Expiration Date”). Each Warrant Certificate not exercised on or before the close of business on the Expiration Date shall become void, and all rights of the holder thereunder and under this Agreement shall cease.

     2.3 Exercise of Warrant Certificates .

          (a) Prior to the Expiration Date, a Warrant Certificate, if countersigned by the Warrant Agent, may be exercised in whole or in part by providing certain information set forth on the reverse side of the Warrant Certificate and, unless otherwise provided pursuant to Section 2.1, by paying in full (in cash or by certified or official bank check in New York Clearing House funds or by bank wire transfer in immediately available funds), in United States dollars, the Warrant Price for the Debt Securities as to which the Warrant Certificate is exercised, to the Warrant Agent at its corporate trust office at the address set forth in the Warrant Agreement. The payment must specify the name of the holder and the number of Warrants exercised by such holder. Warrants will be deemed to have been exercised upon receipt by the Warrant Agent of the Warrant Price and the Warrant Certificate properly completed and duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company, by a broker or dealer which is a member of the NASD or by a member of a national securities exchange. If the Warrant Agent receives moneys in payment of the purchase price for Warrants, the Warrant Agent shall deposit all funds received by it in the account of the Company maintained with it for such purpose. If the Warrant Agent receives consideration other than moneys for Warrants, the Warrant Agent shall deliver such consideration directly to the Company. In either case, the Warrant Agent shall advise the Company by telex or telecopy at the end of each day as to the Warrant Certificates that have been exercised and the amount of moneys deposited to its account or the type and amount of other consideration to be delivered to it.

          (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise and (iv) such other information as the Company or the Trustee shall reasonably require.

          (c) A Warrant Certificate may be exercised in part to purchase Debt Securities only in the denominations authorized pursuant to the indenture under which the Debt Securities are issued (the “Indenture”).

          (d) As soon as practicable after receipt of payment of the Warrant Price and the Warrant Certificate properly completed and duly executed at the corporate trust office of the

Warrant Agent, the Company shall issue, pursuant to the Indenture, to or upon the order of the holder of such Warrant Certificate, the Debt Securities in authorized denominations to which such holder is entitled, in fully registered form in such name or names as may be directed by such holder, and if such Warrant Certificate was not exercised in full, upon request of the holder a new Warrant Certificate evidencing the number of Warrants remaining unexercised shall be issued if sufficient time remains prior to the Expiration Date.

          (e) The Company will pay all documentary stamp taxes attributable to the initial issuance of Warrants and of Debt Securities upon the exercise of Warrants; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue of any Warrant Certificates or any certificates for Debt Securities in a name other than the registered holder of a Warrant Certificate surrendered upon the exercise of a Warrant, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

ARTICLE 3

OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT
CERTIFICATES

     3.1 No Rights as Securityholders Conferred by Warrant Certificates . No Warrant Certificate shall entitle the holder thereof to any of the rights of a holder of Debt Securities, including the right to receive the payment of principal of, or interest on, the Debt Securities or to enforce any of the covenants of the Debt Securities or the Indenture except as otherwise provided in the Indenture.

     3.2 Lost, Stolen, Mutilated or Destroyed Warrant Certificates . Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory to them of the ownership and the loss, theft, destruction or mutilation of the Warrant Certificate, and of indemnity reasonably satisfactory to them, and, in the case of mutilation, upon surrender thereof to the Warrant Agent for cancella