Gray & Company, Inc. entered into an asset purchase agreement to acquire Fruit Business of Paradise, Inc. (OTCPK:PARF) for $10.9 million on April 15, 2019. The consideration is subject to an adjustment up or down based on the final inventory value calculated shortly following closing. The amount of $0.9388 million of the purchase price would be held in escrow to satisfy indemnification obligations of the Company. The consideration includes assumed liabilities of approximately $1.5 million. A termination fee of $0.4 million would be payable by Paradise, Inc. in case the transaction is terminated. The transaction is subject to approval of Paradise, Inc.'s shareholders and board of directors. Paradise, Inc.'s Board of Directors has unanimously approved the transaction. Paradise, Inc.'s shareholders Annual Meeting will be held to approve the transaction. Annual meeting of the shareholders of Paradise will be held on July 29, 2019. As of July 29, 2019, shareholders of Paradise has approved the transaction. David S. Felman of Hill Ward & Henderson acted as legal advisor to Paradise. Michael C. Donlon of Bond, Schoeneck & King, PLLC acted as legal advisor to Seneca Foods Corporation. Hyde Park Capital Advisors, LLC acted as the fairness opinion provider and financial advisor to Paradise. Paradise has agreed to pay Hyde Park Capital a transaction fee of 2.5% of the purchase price with a minimum fee of $0.4 million, a total retainer of $0.04 million, and a $0.1 million fee for rendering its fairness opinion. Gray & Company, Inc. completed the acquisition of Fruit Business of Paradise, Inc. (OTCPK:PARF) on July 31, 2019.