THE FRESH MARKET, INC (a Delaware corporation) 10,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 18th, 2011 • Fresh Market, Inc. • Retail-grocery stores • New York
The Fresh Market, Inc., a Delaware 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 J.P. Morgan Securities LLC. (“J.P. Morgan”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ML”) 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 and B hereto and (ii) the gr
