LIMITED GUARANTEELimited Guarantee • March 25th, 2016 • Pomegranate Merger Sub, Inc. • Retail-grocery stores • Delaware
Limited Guarantee, dated as of March 11, 2016 (this “Limited Guarantee”), by each of the parties listed on Exhibit A attached hereto (each, a “Guarantor” and collectively, the “Guarantors”), in favor of The Fresh Market, Inc., a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of even date herewith (the “Merger Agreement”), by and among the Guaranteed Party, Pomegranate Holdings, Inc., a Delaware corporation (“Parent”) and Pomegranate Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.
SUPPORT AGREEMENTSupport Agreement • March 25th, 2016 • Pomegranate Merger Sub, Inc. • Retail-grocery stores • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of March 12, 2016, is entered into 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 each of the stockholders of The Fresh Market, Inc., a Delaware corporation (the “Company”) listed on Schedule A attached hereto (each, a “Stockholder”, and together, the “Stockholders”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
Apollo Investment Fund VIII, L.P. Apollo Overseas Partners (Delaware 892) VIII, L.P. Apollo Overseas Partners (Delaware) VIII, L.P. Apollo Overseas Partners VIII, L.P. One Manhattanville Road Suite 201 Purchase, NY 10577Pomegranate Merger Sub, Inc. • March 25th, 2016 • Retail-grocery stores
Reference is made to the Agreement and Plan of Merger, dated as of even date herewith (the “Merger Agreement”), by and among Pomegranate Holdings, Inc., a Delaware corporation (“Parent” or “you”), 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”), pursuant to which, Merger Sub will commence a tender offer to acquire any and all of the outstanding shares of the common stock of the Company and, following the consummation of the Offer, Merger Sub will be merged with and into the Company, upon the terms and subject to the conditions set forth in the Merger Agreement. Capitalized terms herein used but not defined shall have the meanings ascribed to them in the Merger Agreement. This letter agreement is being delivered to the addressee in connection with the execution of the Merger Agreement by Parent, Merger Sub and the Company.
ADDITIONAL INITIAL LENDER AGREEMENTAdditional Initial Lender Agreement • March 25th, 2016 • Pomegranate Merger Sub, Inc. • Retail-grocery stores
This agreement (this “Additional Initial Lender Agreement”), dated as of March 16, 2016, is by and between Pomegranate Holdings, Inc. (“Holdings”), UBS AG, Stamford Branch (“UBS AG” or the “Additional Initial Lender”), UBS Securities LLC (“UBS Securities” and, together with UBS AG, “UBS”) and the other financial institutions party hereto. Terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Commitment Letter (defined below).
ROLLOVER, CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • March 25th, 2016 • Pomegranate Merger Sub, Inc. • Retail-grocery stores • Delaware
THE SECURITIES SUBSCRIBED FOR HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT IN ACCORDANCE WITH THE STOCKHOLDERS’ AGREEMENT (AS DEFINED BELOW) AND AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND OTHER APPLICABLE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES TO BE ACQUIRED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT.
