CREDIT AGREEMENT Dated as of June 12, 2014 among THE FRESH MARKET, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto ___________________________________ MERRILL...Credit Agreement • September 4th, 2014 • Fresh Market, Inc. • Retail-grocery stores • New York
Reference is made to that certain Credit Agreement, dated as of June 12, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement” the terms defined therein being used herein as therein defined), among The Fresh Market, Inc., a Delaware corporation (“Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
CREDIT AGREEMENT Dated as of February 22, 2011 among THE FRESH MARKET, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH...Credit Agreement • March 23rd, 2011 • Fresh Market, Inc. • Retail-grocery stores • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of February 22, 2011, among THE FRESH MARKET, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
THE FRESH MARKET, INC (a Delaware corporation) 11,919,058 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 3rd, 2011 • Fresh Market, Inc. • Retail-grocery stores • New York
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
AGREEMENT AND PLAN OF MERGER By and Among POMEGRANATE HOLDINGS, INC., POMEGRANATE MERGER SUB, INC. and THE FRESH MARKET, INC. Dated as of March 11, 2016Merger Agreement • April 27th, 2016 • Fresh Market, Inc. • Retail-grocery stores • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of March 11, 2016 (this “Agreement”), is by and among Pomegranate Holdings, Inc., a Delaware corporation (“Parent”), Pomegranate Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and The Fresh Market, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 8.12.
THE FRESH MARKET, INC (a Delaware corporation) 10,033,141 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 14th, 2012 • Fresh Market, Inc. • Retail-grocery stores • New York
CREDIT AGREEMENT Dated as of February 27, 2007 among THE FRESH MARKET, INC., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, BB&T CORPORATION, as Syndication Agent, BMO CAPITAL MARKETS, as Documentation...Credit Agreement • May 3rd, 2010 • Fresh Market, Inc. • North Carolina
CREDIT AGREEMENT (this “Agreement”) is entered into as of February 27, 2007, among THE FRESH MARKET, INC. a North Carolina corporation (“Borrower”), each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE FRESH MARKET, INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of , between The Fresh Market, Inc. (the “Company”), a Delaware corporation, and .Restricted Stock Unit Award Agreement • March 23rd, 2016 • Fresh Market, Inc. • Retail-grocery stores • Delaware
This Restricted Stock Unit Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of restricted stock units (the “Award”) that are subject to the terms and conditions specified herein (“RSUs”) and that are being granted to you on the date hereof (such date, the “Grant Date”) under The Fresh Market, Inc. 2010 Omnibus Incentive Compensation Plan (the “Plan”). This Award constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to you, subject to the terms of this Award Agreement, a share of the Company’s common stock, $0.01 par value (a “Share”), for each RSU, as set forth in Section 3 below.
EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2016 • Fresh Market, Inc. • Retail-grocery stores • North Carolina
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 6, 2016 between The Fresh Market, Inc., a Delaware corporation (the “Company”), and Pamela Kohn (the “Participant”).
CREDIT AGREEMENT Dated as of February 27, 2007 among THE FRESH MARKET, INC., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, BB&T CORPORATION, as Syndication Agent, BMO CAPITAL MARKETS, as Documentation...Credit Agreement • June 4th, 2010 • Fresh Market, Inc. • Retail-grocery stores • North Carolina
CREDIT AGREEMENT (this “Agreement”) is entered into as of February 27, 2007, among THE FRESH MARKET, INC. a North Carolina corporation (“Borrower”), each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
ContractRegistration Rights Agreement • March 22nd, 2011 • Fresh Market, Inc. • Retail-grocery stores • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 4, 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.
FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 19th, 2010 • Fresh Market, Inc. • Retail-grocery stores • Delaware
This Restricted Stock Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of [—] shares (the “Award”) of the Company’s common stock, $0.01 par value per share (each, a “Share”), that are being granted to you on the date hereof (such date, the “Grant Date”), that are subject to the terms and conditions specified herein (“Restricted Shares”), and that are granted to you under The Fresh Market, Inc. 2010 Omnibus Incentive Compensation Plan (the “Plan”).
THE FRESH MARKET, INC. SECOND AMENDED AND RESTATED SHADOW EQUITY BONUS AGREEMENTShadow Equity Bonus Agreement • March 22nd, 2011 • Fresh Market, Inc. • Retail-grocery stores • North Carolina
THIS SECOND AMENDED AND RESTATED SHADOW EQUITY BONUS AGREEMENT, is entered into as of the [date], by and between THE FRESH MARKET, INC., a North Carolina corporation (“TFM”) and [employee name], a [state of residence] resident (the “Employee”).
SECOND RENEWAL AGREEMENTSupply and Service Agreement • May 28th, 2015 • Fresh Market, Inc. • Retail-grocery stores
THIS SECOND RENEWAL AGREEMENT (this “Second Renewal Agreement”) is made and effective as of this 4th day of March, 2015 (the “Effective Date”), by and between THE FRESH MARKET, INC., a Delaware corporation, with its corporate office located at 628 Green Valley Road, Suite 500, Greensboro, North Carolina 27408 (referred to herein along with its successors and assigns as “TFM”) and BURRIS LOGISTICS, a Delaware corporation, with its corporate office located at 501 S.E. 5th Street, Milford, Delaware 19963 (referred to herein along with its authorized assigns as “Burris”).
OPTION AWARD AGREEMENT UNDER THE FRESH MARKET, INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of [DATE], between The Fresh Market, Inc. (the “Company”), a Delaware corporation, and [NAME].Option Award Agreement • March 21st, 2012 • Fresh Market, Inc. • Retail-grocery stores • Delaware
This Option Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of options to purchase [l] shares (the “Award”) of the Company’s common stock, $0.01 par value per share (each, a “Share”), that are being granted to you [on the date hereof] (such date, the “Grant Date”), at an exercise price of [$l] per Share (the “Exercise Price”), that are subject to the terms and conditions specified herein (each such option to purchase one Share, an “Option”), and that are granted to you under The Fresh Market, Inc. 2010 Omnibus Incentive Compensation Plan (the “Plan”). The Options are not intended to qualify as “incentive stock options” (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended).
ContractTax Indemnification Agreement • March 22nd, 2011 • Fresh Market, Inc. • Retail-grocery stores • New York
TAX INDEMNIFICATION AGREEMENT dated as of November 4, 2010 (this “Agreement”), between THE FRESH MARKET, INC. (the “Company”) and all of the shareholders identified on the signature pages of this Agreement.
RENEWAL AGREEMENTSupply and Service Agreement • December 8th, 2011 • Fresh Market, Inc. • Retail-grocery stores
This Renewal Agreement (this “Renewal Agreement”) is made and entered into as of this 28th day of October, 2011 by and between The Fresh Market, Inc., a Delaware corporation, with its corporate office located at 628 Green Valley Road, Suite 500, Greensboro, North Carolina (referred to herein along with its successors and assigns as “TFM”) and Burris Logistics, a Delaware corporation, with its corporate office located at 501 S.E. 5th Street, Milford, Delaware (referred to herein along with its authorized assigns as “Burris”).
DEFERRED STOCK UNIT AWARD AGREEMENT UNDER THE FRESH MARKET, INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of [●], 20__, between The Fresh Market, Inc. (the “Company”), a Delaware corporation, and [NAME].Deferred Stock Unit Award Agreement • March 27th, 2013 • Fresh Market, Inc. • Retail-grocery stores • Delaware
This Deferred Stock Unit Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award (the “Award”) of [●] deferred stock units (“DSUs”) that are being granted to you in consideration of your decision to forgo certain annual cash retainers (or a portion thereof) to which you would have been entitled for your service as a director of the Company. The DSUs are subject to the terms and conditions specified herein and are being granted to you on the date hereof (such date, the “Grant Date”) under The Fresh Market, Inc. 2010 Omnibus Incentive Compensation Plan (the “Plan”). This Award constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to you, subject to the terms of this Award Agreement, a share of the Company’s common stock, $0.01 par value (a “Share”), as set forth in Section 3 below.
FORM OF RETENTION BONUS AWARD AGREEMENTRetention Bonus Award Agreement • January 16th, 2015 • Fresh Market, Inc. • Retail-grocery stores • North Carolina
This Retention Bonus Award Agreement (this “Award Agreement”) sets forth the terms and conditions of the award of a retention bonus to you on the date hereof (the “Award”) that is subject to the terms and conditions specified herein.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 23rd, 2015 • Fresh Market, Inc. • Retail-grocery stores • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 13, 2015, is by and among THE FRESH MARKET, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • October 19th, 2010 • Fresh Market, Inc. • Retail-grocery stores • Delaware
THIS DIRECTOR INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of [ ], 20[ ] by and among The Fresh Market, Inc., a Delaware corporation (the “Company”), and [Name of Director] (the “Indemnitee”).
ContractMerger Agreement • March 16th, 2016 • Fresh Market, Inc. • Retail-grocery stores
On March 16, 2016, The Fresh Market, Inc., a Delaware corporation (the “Company” or “The Fresh Market”) made available a video recording discussing its entry into the Agreement and Plan of Merger dated March 11, 2016 (the “Merger Agreement”), among the Company, Pomegranate Holding, Inc., a Delaware corporation (“Parent”), and Pomegranate Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Below is a transcript of the video recording.
THE FRESH MARKET, INC. SUPPLY AND SERVICE AGREEMENTSupply and Service Agreement • May 3rd, 2010 • Fresh Market, Inc. • North Carolina
This Supply and Service Agreement (this “Agreement”) is made and entered into this 26th day of January, 2007 by and between The Fresh Market, Inc., a North Carolina corporation, with its corporate office located at 628 Green Valley Road, Suite 500, Greensboro, North Carolina (referred to herein along with its successors and assigns as “TFM”), and Burns Logistics, a Delaware corporation, with its corporate office located at 501 S.E. 5th Street, Milford, Delaware (referred to herein along with its authorized assigns as “Burris”).
FIRST AMENDMENT TO CREDIT AGREEMENT DATED FEBRUARY 27, 2007 AMONG THE FRESH MARKET, INC., BANK OF AMERICA, N.A., AND THE OTHER LENDERS PARTY THERETOCredit Agreement • May 3rd, 2010 • Fresh Market, Inc.
This First Amendment (the “Amendment”) is entered into as of October 23, 2007 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 (the “Credit Agreement”). Capitalized terms not defined herein shall have the meanings given them in the Credit Agreement.
May 4, 2012Supply and Service Agreement • June 7th, 2012 • Fresh Market, Inc. • Retail-grocery stores
Joint Filing AgreementJoint Filing Agreement • February 4th, 2011 • Fresh Market, Inc. • Retail-grocery stores
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G or, to the extent required by applicable law, Schedule 13D with respect to the Common Stock, par value $0.01 per share, of The Fresh Market, Inc., a Delaware corporation, beneficially owned by them on a combined basis, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. The undersigned further agree that any amendments to such statement on Schedule 13G or, if applicable, Schedule 13D shall be filed jointly on behalf of each of them without the necessity of entering into additional joint filing agreements.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 21st, 2014 • Fresh Market, Inc. • Retail-grocery stores • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of November 5, 2012 (this “Amendment”), is entered into among THE FRESH MARKET, INC., a Delaware corporation (the “Borrower”), the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
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”).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:
FORM OF OPTION AWARD AGREEMENTOption Award Agreement • October 19th, 2010 • Fresh Market, Inc. • Retail-grocery stores • Delaware
This Option Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of options to purchase [—] shares (the “Award”) of the Company’s common stock, $0.01 par value per share (each, a “Share”), that are being granted to you on the date hereof (such date, the “Grant Date”), at an exercise price of $[—] per Share (the “Exercise Price”), that are subject to the terms and conditions specified herein (each such option to purchase one Share, an “Option”), and that are granted to you under The Fresh Market, Inc. 2010 Omnibus Incentive Compensation Plan (the “Plan”). The Options are not intended to qualify as “incentive stock options” (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended).
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • October 25th, 2010 • Fresh Market, Inc. • Retail-grocery stores • Delaware
THIS DIRECTOR INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of [ ], 20[ ] by and among The Fresh Market, Inc., a Delaware corporation (the “Company”), and [Name of Director] (the “Indemnitee”).
SEPARATION AGREEMENTSeparation Agreement • January 29th, 2015 • Fresh Market, Inc. • Retail-grocery stores • North Carolina
This Separation Agreement (the “Agreement”) is entered into as of January 26th, 2015, by and between The Fresh Market, Inc., a Delaware corporation (the “Company”), and R. Craig Carlock (“Executive”).
RESTRICTED STOCK AWARD AGREEMENT UNDER THE FRESH MARKET, INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of [DATE], between The Fresh Market, Inc. (the “Company”), a Delaware corporation, and [NAME].Restricted Stock Award Agreement • March 21st, 2012 • Fresh Market, Inc. • Retail-grocery stores • Delaware
This Restricted Stock Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award of [● shares (the “Award”) of the Company’s common stock, $0.01 par value per share (each, a “Share”), that are being granted to you [on the date hereof] (such date, the “Grant Date”), that are subject to the terms and conditions specified herein (“Restricted Shares”), and that are granted to you under The Fresh Market, Inc. 2010 Omnibus Incentive Compensation Plan (the “Plan”).
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE FRESH MARKET, INC. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of [●], 20[●], between The Fresh Market, Inc. (the “Company”), a Delaware corporation, and [NAME].Restricted Stock Unit Award Agreement • May 28th, 2015 • Fresh Market, Inc. • Retail-grocery stores • Delaware
This Restricted Stock Unit Award Agreement (the “Award Agreement”) sets forth the terms and conditions of an award (the “Award”) of [●] restricted stock units (“RSUs”) that are being granted to you on the date hereof (such date, the “Grant Date”), that are subject to the terms and conditions specified herein, and that are granted to you under The Fresh Market, Inc. 2010 Omnibus Incentive Compensation Plan (the “Plan”). This Award constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to you, subject to the terms of this Award Agreement, a share of the Company’s common stock, $0.01 par value (a “Share”), as set forth in Sections 3 and 5 below.
