THE FRESH MARKET, INC (a Delaware corporation) [ ] Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • June 23rd, 2010 • Fresh Market, Inc. • Retail-grocery stores • New York
The Fresh Market, Inc., a North Carolina corporation (the “Company”), and the persons listed in Schedule B hereto (the “Selling Stockholders”) for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, confirm their respective agreements with each of the Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ML”), J.P. Morgan Securities Inc. (“J.P. Morgan”) and Goldman, Sachs & Co. are acting as representatives (collectively, in such capacity, the “Representatives”), with respect to (i) the sale by the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedules A
EMPLOYMENT AGREEMENTEmployment Agreement • June 23rd, 2010 • Fresh Market, Inc. • Retail-grocery stores • North Carolina
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of [—], 2010, between The Fresh Market, Inc., a Delaware corporation (the “Company”), and [—] (the “Participant”).
ContractRegistration Rights Agreement • June 23rd, 2010 • Fresh Market, Inc. • Retail-grocery stores • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [—], 2010, by and among THE FRESH MARKET, INC., a Delaware corporation (the “Company”), the Persons listed as Eligible Stockholders on Schedule 1 attached hereto and the Persons listed as Stockholder Representatives on Schedule 2 attached hereto.
ContractTax Indemnification Agreement • June 23rd, 2010 • Fresh Market, Inc. • Retail-grocery stores • New York
TAX INDEMNIFICATION AGREEMENT dated as of [•], 2010 (this “Agreement”), between THE FRESH MARKET, INC. (the “Company”) and all of the shareholders identified on the signature pages of this Agreement.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 23rd, 2010 • Fresh Market, Inc. • Retail-grocery stores
This Second Amendment (the “Amendment”) is entered into as of June 22, 2010 among The Fresh Market, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Required Lenders under the Credit Agreement dated February 27, 2007, as amended, (the “Credit Agreement”). Capitalized terms not defined herein shall have the meanings given them in the Credit Agreement.
THIS AMENDED AND RESTATED STOCK OPTION AGREEMENT (the “Agreement”) is made and entered effective , 2010, by and among Ray D. Berry (“Berry”), The Fresh Market, Inc. (the “Corporation”), and [Name of Executive] (“Executive”).Amended and Restated Stock Option Agreement • June 23rd, 2010 • Fresh Market, Inc. • Retail-grocery stores
Assume the occurrence of an event resulting in the creation of an option under the Agreement in A, B, and C to purchase 20 Shares from D. Each of A, B, and C timely delivers a Purchase Notice stating the maximum number of Shares which he is willing to purchase as follows:
