0001193125-11-073977 Sample Contracts

Contract
Registration 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.

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THE FRESH MARKET, INC. SECOND AMENDED AND RESTATED SHADOW EQUITY BONUS AGREEMENT
Shadow 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”).

Contract
Tax 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.

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