The Fresh Market Holdings, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • July 16th, 2021 • Fresh Market Holdings, Inc. • Retail-grocery stores • New York
The Fresh Market Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares and, at the election of the Underwriters, up to [ ] additional shares of common stock, par value $0.01 per share (“Stock”), of the Company. The aggregate of [ ] shares to be sold by the Company is herein called the “Firm Shares” and the aggregate of [ ] additional shares to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2022 • Fresh Market Holdings, Inc. • Retail-grocery stores • North Carolina
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of [12/31/21], (the “Effective Date”) between The Fresh Market, Inc., a Delaware corporation (the “Company”), and Adrian Bartella (the “Employee”).
MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • July 16th, 2021 • Fresh Market Holdings, Inc. • Retail-grocery stores • New York
MANAGEMENT CONSULTING AGREEMENT, dated as of April 27, 2016 (this “Agreement”), by and among THE FRESH MARKET, INC., a Delaware corporation (the “Company”), POMEGRANATE HOLDINGS, INC., a Delaware corporation (“Holdings”) and APOLLO MANAGEMENT HOLDINGS, L.P., a Delaware limited partnership (“Apollo”).
THIRD AMENDMENT TO PRODUCT SUPPLY AGREEMENTProduct Supply Agreement • July 16th, 2021 • Fresh Market Holdings, Inc. • Retail-grocery stores
This Third Amendment to Product Supply Agreement (this “Amendment”) is made and entered into as of October , 2018 (the “Third Amendment Effective Date”), by and among SUPERVALU WHOLESALE OPERATIONS, INC., a Delaware corporation (successor-in-interest to SUPERVALU INC., a Delaware corporation), in its individual capacity and as agent for any other entity that, directly or indirectly, is owned or controlled by SUPERVALU Wholesale Operations, Inc.) (“Supplier”), and THE FRESH MARKET, INC., a Delaware corporation (“TPM”).
SECOND AMENDMENT TO PRODUCT SUPPLY AGREEMENTProduct Supply Agreement • July 16th, 2021 • Fresh Market Holdings, Inc. • Retail-grocery stores
This Second Amendment to Product Supply Agreement (this “Amendment”) is made and entered into as of the 13th day of June, 2017 (the “Effective Date”), by and among SUPERVALU INC., a Delaware corporation, in its individual capacity and as agent for any other entity that, directly or indirectly, is owned or controlled by SUPERVALU INC.) (“Supplier”), and THE FRESH MARKET, INC., a Delaware corporation (“TFM”).
THE FRESH MARKET, INC., as Issuer, and the Guarantors party hereto from time to time, Super Senior Secured Notes due 2025 INDENTURE Dated as of March 13, 2020 and Wilmington Trust, National Association as TrusteeIndenture • July 16th, 2021 • Fresh Market Holdings, Inc. • Retail-grocery stores • New York
INDENTURE, dated as of March 13, 2020, by and among The Fresh Market, Inc., a Delaware corporation (the “Issuer”), Pomegranate Holdings, Inc., a Delaware corporation (“Holdings”), the Subsidiary Guarantors (as defined below) party hereto from time to time and Wilmington Trust, National Association, a national banking association, not in its individual capacity but solely as the trustee hereunder (the “Trustee”).
Certain confidential information contained in this exhibit was omitted by means of redacting a portion of the text and replacing it with [***], pursuant to Regulation S-K Item 601(b) of the Securities Act of 1933, as amended. Certain confidential...Product Supply Agreement • July 16th, 2021 • Fresh Market Holdings, Inc. • Retail-grocery stores • Delaware
THIS PRODUCT SUPPLY AGREEMENT (this “Agreement”) is made and entered into as of this 12th day of August, 2016 (the “Effective Date”), by and among SUPERVALU INC., a Delaware corporation, in its individual capacity and as agent for any other entity that, directly or indirectly, is owned or controlled by SUPERVALU INC.) (“Supplier”), and THE FRESH MARKET, INC., a Delaware corporation (“TFM”).
MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • July 16th, 2021 • Fresh Market Holdings, Inc. • Retail-grocery stores • New York
MANAGEMENT CONSULTING AGREEMENT, dated as of April 27, 2016 (this “Agreement”), by and among THE FRESH MARKET, INC., a Delaware corporation (the “Company”), POMEGRANATE HOLDINGS, INC., a Delaware corporation (“Holdings”), and TFM2, LLC, a Delaware limited liability company (“TFM2”).
STOCKHOLDERS AGREEMENTStockholders Agreement • July 16th, 2021 • Fresh Market Holdings, Inc. • Retail-grocery stores • Delaware
This STOCKHOLDERS AGREEMENT, dated as of April 27, 2016 (this “Agreement”), is entered into by and among POMEGRANATE PARENT HOLDINGS, INC., a Delaware corporation (the “Company”), and the STOCKHOLDERS that are parties hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 14th, 2022 • Fresh Market Holdings, Inc. • Retail-grocery stores
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [•], 2022 between The Fresh Market Holdings, Inc., a Delaware Company (the “Company”), and [•] (“Indemnitee”).
CONSULTING AGREEMENTConsulting Agreement • December 20th, 2021 • Fresh Market Holdings, Inc. • Retail-grocery stores • North Carolina
This Consulting Agreement (the “Agreement”) is made and entered into as of October 16, 2021, by and between The Fresh Market, Inc., a Delaware corporation (“TFM”), and James Heaney (the “Consultant”). The parties wish to reduce their agreements to writing and hereby acknowledge and represent that they each have the authority to bind themselves legally to this document, and the parties agree as follows:
THE FRESH MARKET, INC., as Issuer, and the Guarantors party hereto from time to time, Super Senior Secured Notes due 2025 INDENTURE Dated as of March 13, 2020 and Wilmington Trust, National Association as TrusteeCollateral Agreement • April 23rd, 2021 • Fresh Market Holdings, Inc. • Retail-grocery stores • New York
INDENTURE, dated as of March 13, 2020, by and among The Fresh Market, Inc., a Delaware corporation (the “Issuer”), Pomegranate Holdings, Inc., a Delaware corporation (“Holdings”), the Subsidiary Guarantors (as defined below) party hereto from time to time and Wilmington Trust, National Association, a national banking association, not in its individual capacity but solely as the trustee hereunder (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2022 • Fresh Market Holdings, Inc. • Retail-grocery stores • North Carolina
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 10, 2019, (the “Effective Date”) between The Fresh Market, Inc., a Delaware corporation (the “Company”), and Dan Portnoy (the “Employee”).
ADDENDUM TO THE PRODUCT SUPPLY AND STORAGE AGREEMENTFresh Market Holdings, Inc. • July 16th, 2021 • Retail-grocery stores
This Addendum to the Product Supply and Storage Agreement by and between The Fresh Market (“TFM”) and United Natural Foods Inc. (“UNFI”) (collectively the “Parties”) is dated as of November 8, 2018 (the “Addendum Effective Date”).
FIRST AMENDMENT TO PRODUCT SUPPLY AGREEMENTProduct Supply Agreement • July 16th, 2021 • Fresh Market Holdings, Inc. • Retail-grocery stores
This First Amendment to Product Supply Agreement (this “Amendment”) is made and entered into as of the 28th day of December, 2016 (the “Effective Date”), by and among SUPERVALU INC., a Delaware corporation, in its individual capacity and as agent for any other entity that, directly or indirectly, is owned or controlled by SUPERVALU INC.) (“Supplier”), and THE FRESH MARKET, INC., a Delaware corporation (“TFM”).
