**Exhibit 4.2**

EXECUTION COPY 

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 thePersons listed as Stockholder Representatives on Schedule 2 attached hereto. 

WHEREAS, the Company has filed aRegistration Statement (as defined below) on Form S-1 under the Securities Act (as defined below) with respect to the initial public offering of shares of the Company’s common stock, par value $0.01 per share (the “CommonStock”); 

WHEREAS, the Company has agreed to grant certain stockholders the registration rights and other rights setforth in this Agreement; and 

NOW, THEREFORE, in consideration of the recitals and the mutual premises, covenants andagreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

ARTICLE I 

Definitions 

In addition to capitalized terms defined elsewhere in this Agreement, the following capitalized terms shall have the following meaningswhen used in this Agreement: 

“Affiliate” means, as to any specified Person, any other Person directly orindirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control”, as used with respect to any Person, means the possession, directly orindirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms“controlling”, “controlled by” and “under common control with” have correlative meanings. 

“Agreement” shall have the meaning set forth in the Preamble. 

“Business Day” means any day other than a Saturday, Sunday or other day in New York, New York on which bankinginstitutions are authorized or required by law or regulation to close. 

“Commission” means the Securities andExchange Commission and any successor agency performing comparable functions. 

“Common Stock” shall have themeaning set forth in the Recitals. 

“Company” shall have the meaning set forth in the Preamble. 

“Demand Registrations” shall have the meaning set forth in Section 2.02(a). 

“Eligible Stockholder” means each of the Persons identified as “Eligible Stockholders” on Schedule 2attached hereto, as amended, and any Transferee. 

“Exchange Act” means the Securities Exchange Act of 1934,as amended, or any successor United States Federal statute, and the rules and regulations of the Commission thereunder, as the same shall be in effect from time to time. 

“Governmental Authority” means any regional, Federal, state or local legislative, executive or judicial body or agency, any court of competent jurisdiction, any department, politicalsubdivision or other governmental authority or instrumentality, or any arbitral authority, in each case, whether domestic or foreign. 

“Immediate Family” means any relationship by blood, marriage or adoption, not more remote than first cousin. 

“Indemnified Party” shall have the meaning set forth in Section 8.03. 

“Indemnifying Party” shall have the meaning set forth in Section 8.03. 

“Long-Form Demand Registration” shall have the meaning set forth in Section 2.01(b). 

“Losses” shall have the meaning set forth in Section 8.01. 

“Other Stockholders” shall have the meaning set forth in Section 4.03. 

“Permitted Transferee” means, with respect to any Transferring Stockholder, (i) any Affiliate of such Transferring Stockholder, (ii) any trust for the direct or indirect benefitof such Transferring Stockholder or the Immediate Family of such Transferring Stockholder or (iii) the beneficiaries, limited partners or stockholders of such Transferring Stockholder. 

“Person” means an individual, a company, a partnership, a joint venture, a limited liability company or limitedliability partnership, an association, a trust, estate or other fiduciary, any other legal entity, and any Governmental Authority. 

“Piggyback Registration” shall have the meaning set forth in Section 4.01. 

“Public Offering” means any offering by the Company of its equity securities to the public pursuant to an effective registration statement under the Securities Act or any comparablestatement under any comparable Federal statute then in effect (other than any registration statement on Form S-8 or Form S-4 or any successor forms thereto). 

 
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“Registrable Securities” means (i) the shares of Common Stockbeneficially owned by the Eligible Stockholders; (ii) other equity securities of the Company beneficially owned by the Eligible Stockholders into which the Common Stock shall be reclassified or changed, including by reason of a merger,consolidation, reorganization, recapitalization or statutory conversion; and (iii) any other securities of the Company issued or issuable as a distribution with respect to or in exchange or replacement for or on exercise of any shares or othersecurities referred to in clause (i) or (ii) of this definition; provided, however, that any such shares or other securities shall cease to be Registrable Securities when they (a) have been effectively registered underthe Securities Act and sold by the holder thereof in accordance with such registration; (b) have been sold pursuant to Rule 144; or (c) are eligible for resale by an Eligible Stockholder under Rule 144 without volume or manner-of-salerestrictions, as determined by the Company in its discretion after consultation with Company counsel. 

“RegistrationExpenses” shall have the meaning set forth in Section 7.01. 

“Rule 144” means Rule 144promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto. 

“Securities Act” means the Securities Act of 1933, as amended, or any successor United States Federal statute, and therules and regulations of the Commission thereunder, as the same shall be in effect from time to time. 

“ShelfRegistration Statement” shall have the meaning set forth in Section 3.01. 

“Short-Form DemandRegistrations” shall have the meaning set forth in Section 2.02(a). 

“StockholderRepresentative” means each of the Persons identified as “Stockholder Representatives” on Schedule 2 attached hereto, as amended. 

“Subsequent Shelf Registration Statement” shall have the meaning set forth in Section 3.01(a). 

“Transferee” shall have the meaning set forth in Section 11.02(a). 

“Transferring Stockholder” shall have the meaning set forth in Section 11.02(a). 

ARTICLE II 

Demand Registration

SECTION 2.01. Long-Form Registrations. (a) Subject to the terms of this Agreement, at any time, any two or more of theStockholder Representatives acting together shall be entitled to request registration under the Securities Act of all or part of 

 
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the Registrable Securities on Form S-1 or any similar long-form registration statement; provided, however, that with respect to any request under thisSection 2.01(a), (i) the anticipated aggregate offering amount of the Registrable Securities covered by such registration shall equal or exceed $75,000,000 and (ii) the Company shall not otherwise be eligible at the time of therequest to file a registration statement on Form S-3 or any similar short-form registration statement for the sale of Registrable Securities by the Eligible Stockholders. 

(b) Within ten days after receipt of any written request pursuant to this Section 2.01, the Company will give written notice of such request to all Stockholder Representatives and the EligibleStockholders represented by such Stockholder Representatives as set forth on Schedule 2, and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received writtenrequests for inclusion within ten days after delivery of the Company’s notice, and thereupon the Company will use its reasonable best efforts to effect, at the earliest possible date, the registration under the Securities Act. A registrationrequested pursuant to this Section 2.01 is referred to herein as a “Long-Form Demand Registration”. The Company shall not be obligated to effect more than three Long-Form Demand Registrations for the EligibleStockholders pursuant to this Section 2.01. 

SECTION 2.02. Short-Form Registrations. (a) In additionto the Long-Form Demand Registration rights provided pursuant to Section 2.01 above, commencing on the date on which the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-formregistration statement, any two or more of the Stockholder Representatives acting together shall be entitled to request registration under the Securities Act of all or part of the Registrable Securities on Form S-3 or such similar short-formregistration statement (“Short-Form Demand Registrations” and, together with Long-Form Demand Registrations, “Demand Registrations”); provided, however, that with respect to any request under thisSection 2.02(a) the anticipated aggregate offering amount of the Registrable Securities covered by such registration shall equal or exceed $75,000,000. 

(b) Within ten days after receipt of any written request pursuant to this Section 2.02, the Company will give written notice of such request to all Stockholder Representatives and the EligibleStockholders represented by such Stockholder Representatives as set forth on Schedule 2, and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received writtenrequests for inclusion within ten days after delivery of the Company’s notice, and thereupon the Company will use its reasonable best efforts to effect, at the earliest possible date, the registration under the Securities Act. DemandRegistrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. If for marketing or other reasons the managing underwriter(s) with respect to any Short-Form Demand Registration request theinclusion in the registration statement of information that is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Demand Registration, the Company will provide such informationas may 

 
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be reasonably requested for inclusion by the managing underwriter(s) in the Short-Form Demand Registration. 

SECTION 2.03. Amount. Each request for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold. 

SECTION 2.04. Payment of Expenses for Demand Registrations. The Company will pay all Registration Expenses for the DemandRegistrations made under Section 2.01 or 2.02. A registration will not count as a Demand Registration until it has become effective. 

SECTION 2.05. Priority. If the managing underwriter(s) with respect to a Demand Registration involving more than one Eligible Stockholder advise the Company in writing that, in their opinion, thenumber of Registrable Securities requested to be included in such Demand Registration should be reduced due to adverse market conditions, market demand or otherwise, then, unless otherwise agreed by all of the Stockholder Representatives who haverequested inclusion of Registrable Securities in the applicable Demand Registration, the number of Registrable Securities shall be reduced prorata among the respective holders of such Registrable Securities on the basis of the numberof such Registrable Securities requested by such holders to be included in the applicable Demand Registration. 

SECTION 2.06.Restrictions. The Company will not be obligated to effect any Demand Registration within 180 days after the effective date of a previous Demand Registration. In addition, with respect to any Demand Registration, if (A) (i) in thegood faith judgment of the Company, there is a material development relating to the business, results of operations, condition (financial or otherwise) or prospects of the Company that has not been disclosed to the general public or (ii) theCompany is planning to prepare and file a registration statement for a primary offering by the Company of its securities, and (B) the chief executive officer or chief financial officer of the Company notifies in writing the holders of theRegistrable Securities requesting such Demand Registration that such officer has reasonably concluded that under such circumstances it would be in the Company’s best interest to postpone the filing of a Demand Registration, then the Company maypostpone for up 60 days the filing or the effectiveness (but not the preparation) of a registration statement for a Demand Registration; provided, that the Company may not on any of the foregoing grounds postpone the filing or effectivenessof a registration statement for a Demand Registration more than twice during any 12-month period and such postponements shall not exceed 90 days in the aggregate (unless the requesting Stockholder Representatives consent in writing to a longerpostponement of the filing or effectiveness of such registration statement). 

SECTION 2.07. Underwritten Offerings. AllDemand Registrations shall be underwritten (which shall include “block trades”) and in no event shall the Company be obligated to effect any underwritten offering other than through a Demand Registration. 

 
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SECTION 2.08. Selection of Underwriters. In connection with anyDemand Registration, the managing underwriter(s) in respect of such offering shall be chosen by a majority-in-interest of the holders requesting such registration, subject to the approval of the Company (which approval shall not be unreasonablywithheld).

ARTICLE III 

Shelf Registrations

SECTION 3.01. Right to Shelf Registration. (a) Subject to the terms of this Agreement, in addition to the Demand Registrations and commencing on the date on which the Company becomes eligibleto register securities issued by it on a Form S-3 or any similar short-form registration statement, any two or more of the Stockholder Representatives acting together shall be entitled to request that the Company file a shelf registration statementon Form S-3 pursuant to Rule 415 of the Securities Act (or any successor rule thereto) with respect to all or part of the Registrable Securities (including the prospectus, amendments and supplements to the shelf registration statement or prospectus,including pre- and post-effective amendments thereto, all exhibits thereto and all material incorporated by reference or deemed incorporated by reference therein, the “Shelf Registration Statement”). The Company shall use itsreasonable best efforts to cause the Shelf Registration Statement to be declared effective by the Commission as soon as practicable after such filing, and shall use its reasonable best efforts to keep the Shelf Registration Statement effective andupdated, from the date such Shelf Registration Statement is declared effective until the earlier of (i) the date as of which all of the Registrable Securities included in the Shelf Registration Statement have been sold and (ii) the thirdanniversary of the initial effective date of the Shelf Registration Statement. If the Shelf Registration Statement has been effective for three years, at the end of the third year, if requested by a Stockholder Representative, the Company shall useits reasonable best efforts to promptly file a new shelf registration statement (a “Subsequent Shelf Registration Statement”) on Form S-3 pursuant to Rule 415 of the Securities Act (or any successor rule thereto). 

(b) The Company shall use its reasonable best efforts to cause any Subsequent Shelf Registration Statement to be declared effective bythe Commission as soon as practicable after such filing, and shall use its reasonable best efforts to keep any Subsequent Shelf Registration Statement effective and updated, from the date such Subsequent Shelf Registration Statement is declaredeffective until the earlier of (i) the date as of which all of the Registrable Securities included in the Subsequent Shelf Registration Statement have been sold and (ii) the third anniversary of the initial effective date of the SubsequentShelf Registration Statement. If the Subsequent Shelf Registration Statement has been effective for three years, at the end of the third year, if requested by a Stockholder Representative, the Company shall use its reasonable best 

 

 
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efforts to promptly file a new Subsequent Shelf Registration Statement on Form S-3 pursuant to Rule 415 of the Securities Act (or any successor rule thereto). 

(c) From time to time, any Stockholder Representative shall be entitled to request that the Company amend the Shelf RegistrationStatement or any Subsequent Shelf Registration Statement to (i) include all or part of the Registrable Securities not already covered by the Shelf Registration Statement or any Subsequent Shelf Registration Statement or (ii) amend the planof distribution as reasonably necessary to permit resales of Registrable Securities in the manner contemplated by such Stockholder Representative (subject to the limitations of Section 2.07). Upon receipt of a request to amend a ShelfRegistration Statement or any Subsequent Shelf Registration Statement in accordance with this subsection, the Company shall use its reasonable best efforts to cause such amendment to be filed as soon as reasonably practicable after the receipt ofsuch request. 

(d) Payment of Expenses for Shelf Registrations. The Company will pay all Registration Expenses for theshelf registrations made under this Article III. 

ARTICLE IV 

Piggyback Registrations

SECTION 4.01. Right to Piggyback. At any time, whenever the Company proposes to register any of its Common Stock (or other securities of the type contemplated by clause (ii) or (iii) ofthe definition of Registrable Securities) under the Securities Act for its own account or otherwise, and the registration form to be used may be used for the registration of Registrable Securities (each, a “Piggyback Registration”)(except for registrations on Form S-8 or Form S-4 or any successor forms thereto), the Company will give written notice, at least ten days prior to the proposed filing of such registration statement, to all Stockholder Representatives and allEligible Stockholders, of its intention to effect such a registration and will use its reasonable best efforts to include in such registration all Registrable Securities (in accordance with the priorities set forth in Sections 4.02 and4.03 below) with respect to which the Company has received written requests for inclusion specifying the number of Registrable Securities desired to be registered, which requests shall be delivered within ten days after the delivery of theCompany’s notice. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at anytime in its sole discretion. 

SECTION 4.02. Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary offering on behalf of the Company and the managing underwriter(s) advise the Company inwriting that, in their opinion, the number of Company securities requested to be included in the registration (including securities of the Company that are not Registrable Securities) should be reduced due to adverse market conditions, market demandor otherwise, then the Company may exclude securities (including Registrable Securities) from the registration and the underwriting, and the number of securities to be included in such registration and underwriting shall be determined as follows:(a) first, any securities that the Company proposes to sell; (b)

 
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second, the Registrable Securities requested to be included in such registration, pro rata among the Eligible Stockholders on the basis of the total number of Registrable Securities whichare requested by such Eligible Stockholders to be included in such registration, and (c) third, other securities, if any, requested to be included in such registration. 

SECTION 4.03. Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary offering on behalf ofany Person, other than the Eligible Stockholders, who has the contractual right to initiate such a registration (the “Other Stockholders”), and the managing underwriter(s) advise the Company in writing that, in their opinion, thenumber of Company securities requested to be included in the registration (including securities of the Company that are not Registrable Securities) should be reduced due to adverse market conditions, market demand or otherwise, the Company willinclude in such registration: (a) first, the Common Stock requested to be included therein by the Other Stockholders, (b) second, the Registrable Securities requested to be included in such registration, prorata among the Eligible Stockholders on the basis of the total number of Registrable Securities which are requested by such Eligible Stockholders to be included in such registration, (c) third, any securities that the Companyproposes to sell, and (d) fourth, other securities, if any, requested to be included in such registration. 

SECTION 4.04. Selection of Underwriters. In connection with any Piggyback Registration resulting from the Company’s proposalto register any of its Common Stock for its own account, the Company will have the right to select the managing underwriter(s) in respect of such offering in its sole discretion. 

SECTION 4.05. Payment of Expenses for Demand Registrations. The Company will pay all Registration Expenses for the PiggybackRegistrations under this Article IV. 

ARTICLE V 

Additional Agreements

SECTION 5.01. Holders’ Agreements. To the extent consistent with applicable law, each holder of Registrable Securities agrees that upon request of the Company or the managing underwriter(s) ofany underwritten offering of the Company’s securities, it will (i) not, directly or indirectly (A) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant anyoption, right or warrant for the sale of, or lend or otherwise dispose of or transfer any shares of Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether then owned or thereafter acquired by suchholder or with respect to which the holder has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or fileor cause to be filed any registration statement in connection therewith, under the Securities Act, or (B) enter into any swap or any other agreement or any transaction that transfers, in whole or in part,

 
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directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction described in clause (A) or (B) above is to be settled bydelivery of Common Stock or other securities, in cash or otherwise (other than those securities included by such holder in the offering in question, if any), without the prior written consent of the Company or such underwriters, as the case may be,during the period of up to 180 days following the effective date of the registration statement for such underwritten offering, and (ii) enter into and be bound by such form of agreement with respect to the foregoing as the Company or suchmanaging underwriter(s) may reasonably request. 

SECTION 5.02. Company’s Agreements. The Company agrees not toeffect any public sale or public distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 90 day period following the effective date of a registration statement filedunder Article II hereof (except as part of any such underwritten registration or pursuant to registrations on Form S-8 or Form S-4 or any successor forms thereto), unless the managing underwriter(s) otherwise agree. 

SECTION 5.03. Suspension of Resales. The Company shall be entitled to suspend for up to 60 days the use of the prospectus formingthe part of any registration statement, including a Shelf Registration Statement, which has theretofore become effective at any time if, in the good faith judgment of the Company, there is a material development relating to the business, results ofoperations, condition (financial or otherwise) or prospects of the Company that has not been disclosed to the general public and the chief executive officer or chief financial officer of the Company notifies in writing the holders of the RegistrableSecurities included in such registration statement and not previously sold thereunder that such officer has reasonably concluded that under such circumstances it would be in the Company’s best interest to suspend the use of such prospectus;provided, however, that the Company may not exercise its rights under this Section 5.03 more than twice in any 12-month period and the duration of such suspensions shall not, taken together with any postponements pursuantto Section 2.06, exceed 90 days in the aggregate in any 12-month period (unless the holders of a majority of the unsold Registrable Securities included in such registration statement and not previously sold thereunder consent in writingto a longer suspension). Each holder of Registrable Securities included in any such registration statement and not previously sold thereunder agrees that upon its receipt of such written notification it will immediately discontinue the sale of anyRegistrable Securities pursuant to such registration statement or otherwise until such holder has received copies of the supplemented or amended prospectus or until such holder is advised by the Company in writing that the use of the prospectusforming a part of such registration statement may be resumed and has received copies of any additional or supplemental filings that are incorporated by reference in such prospectus. 

 
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ARTICLE VI 

Registration Procedures

SECTION 6.01. Registration Procedures.Whenever requests for registration have been made pursuant to this Agreement, the Company will use its reasonable best efforts to effect the registration of such Registrable Securities in accordance with the intended method of disposition thereofand, pursuant thereto, the Company will as expeditiously as reasonably possible: 

(a) prepare and, as soon as practicableafter the end of the period within which requests for registration may be given to the Company, file with the Commission a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause suchregistration statement to become effective (provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish copies of all such documents proposed to be filed to one counseldesignated by holders of a majority of the Registrable Securities covered by such registration statement and to the extent practicable under the circumstances, provide such counsel an opportunity to comment on any information pertaining to theholders of Registrable Securities covered by such registration statement contained therein; and the Company shall consider in good faith any comments reasonably requested by such counsel with respect to such information); 

(b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectuses used inconnection therewith as may be necessary to keep such registration statement effective until (i) the date that is 180 days after its effectiveness and (ii) the date that all of the securities covered by the registration statement have beensold, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof setforth in such registration statement; 

(c) in connection with any filing of any registration statement or prospectus oramendment or supplement thereto, cause such document (i) to comply in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder and (ii) to not contain any untrue statementof a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; 

(d) furnish to each seller of Registrable Securities, without charge, such number of copies of such registration statement, each amendment and supplement thereto, the prospectuses included in suchregistration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; 

(e) use its reasonable best efforts to register or qualify such Registrable Securities under such securities or blue sky laws of suchjurisdictions as the Eligible 

 
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Stockholders reasonably request, keep each such registration or qualification effective during the period the associated registration statement is required to be kept effective, and do any andall other acts and things that may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller; provided, however, that the Companywill not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) consent to general service of process in any such jurisdiction, or(iii) subject itself or any of its Affiliates to taxation in any such jurisdiction in which it is not already subject to taxation; 

(f) promptly notify each seller of such Registrable Securities and, if requested by such seller, confirm in writing, when a registration statement has become effective and when any post-effectiveamendments and supplements thereto become effective; 

(g) promptly notify each seller of such Registrable Securities, at anytime when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material factor fails to state any fact necessary to make the statements therein not misleading, and, at the request of any such seller (but subject to the terms of Section 5.03), the Company will prepare a supplement or amendment to such prospectusso that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

(h) use reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange on whichsimilar securities issued by the Company are then listed or if no such securities are then listed, on a national securities exchange selected by the Company; 

(i) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such registration statement; 

(j) enter into such customary agreements (including, if applicable, underwriting agreements in customary form) and take all such othercustomary actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; 

(k) use reasonable best efforts to cooperate with each seller and the underwriter or managing underwriter, if any, to facilitate thetimely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of thegoverning documents thereof) and registered in such names as each seller or the underwriter or managing underwriter, if any, may reasonably request at least three business days prior to any sale of Registrable Securities; 

 
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(l) subject to confidentiality agreements in form and substance acceptable to the Company,make available for inspection, at such place and in such manner as determined by the Company in its sole discretion, by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement,and any attorney, accountant or other agent retained by any such seller or underwriter, financial and other records, pertinent corporate documents and properties of the Company reasonably requested by any such seller, underwriter, attorney,accountant or agent in connection with such registration statement, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney,accountant or agent in connection with such registration statement; provided, however, that any records, information or documents that are furnished by the Company and that are non-public shall be used only in connection with suchregistration; 

(m) advise each seller of such Registrable Securities, promptly after it shall receive notice or obtainknowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts toprevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; 

(n) make available toits security holders, as soon as reasonably practicable, an earnings statement (which need not be audited) covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(o) cooperate and assist in any filing required to be made with the Financial Industry Regulatory Authority; 

(p) at the request of any seller of such Registrable Securities in connection with an underwritten offering, furnish on the date or datesprovided for in the underwriting agreement a “comfort letter” or “comfort letters” from the independent certified public accountants of the Company addressed to the underwriters and the sellers of Registrable Securities, coveringsuch matters as such accountants, underwriters and sellers may reasonably agree upon, in which comfort letter(s) such accountants shall state, without limiting the generality of the foregoing, that they are an independent registered publicaccounting firm within the meaning of the Securities Act and that in their opinion the financial statements and other financial data of the Company included in the registration statement, the prospectuses, or any amendment or supplement thereto,comply in all material respects with the applicable accounting requirements of the Securities Act; and 

(q) with respect toDemand Registrations, make senior executives of the Company reasonably available to assist the managing underwriter(s) with respect to, and participate, in “road shows” in connection with the marketing efforts for the distribution and saleof Registrable Securities pursuant to a registration statement. 

 
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ARTICLE VII 

Registration Expenses 

SECTION 7.01. Company’s Expenses. TheCompany will pay all expenses incident to the Company’s performance of or compliance with this Agreement, including, but not limited to: all registration and filing fees; fees and expenses of compliance with securities or blue sky laws;printing expenses; messenger and delivery expenses; and fees and disbursements of counsel for the Company; reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Registrable Securities to be included in suchregistration to represent all holders of Registrable Securities to be included in the registration; fees and disbursements of the Company’s registered public accounting firm; and reasonable fees and disbursements of all other Persons retainedby the Company (all such expenses being herein called “Registration Expenses”); provided, however, that, as between the Company and holders of Registrable Securities, all underwriting discounts and commissions andtransfer taxes relating to the Registrable Securities will be borne by the holders of such Registrable Securities. In addition, the Company will pay its internal expenses (including, but not limited to, all salaries and expenses of its officers andemployees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance obtained by the Company and the expenses and fees for listing the securities to be registered on eachsecurities exchange. 

SECTION 7.02. Holder’s Expenses. To the extent that any expenses incident to anyregistration are not required to be paid by the Company, each holder of Registrable Securities included in a registration will pay all such expenses which are clearly and solely attributable to the registration of such holder’s RegistrableSecurities so included in such registration, and any other expenses not so attributable to one holder will be borne and paid by all sellers of securities included in such registration in proportion to the number of securities so included by eachsuch seller. 

ARTICLE VIII 

Indemnification 

SECTION 8.01. By the Company. The Company agreesto indemnify, to the extent permitted by law, each holder of Registrable Securities and, as applicable, each of its trustees, stockholders, members, directors, managers, partners, officers and employees, and each Person who controls such holder(within the meaning of the Securities Act), against all losses, claims, damages, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees and expenses) (collectively, “Losses”) caused by any untrue oralleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto (including, in each case, all documents incorporated therein by reference), orany omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to theCompany 

 
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by such holder expressly for use therein or by such holder’s failure to deliver a copy of the prospectus or preliminary prospectus, or any amendments or supplements thereto after the Companyhas furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (withinthe meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities. The payments required by this Section 8.01 will be made periodically during the courseof the investigation or defense, as and when bills are received or expenses incurred; provided, however, that if a final and non-appealable judicial determination shall be made that such Indemnified Party (as defined below) is notentitled to indemnification for any such Losses, such Indemnified Party shall repay to the Company the amount of such Losses for which the Company shall have paid or reimbursed such Indemnified Party. 

SECTION 8.02. By Each Holder of Registrable Securities. In connection with any registration statement in which a holder ofRegistrable Securities is participating, each such holder will furnish to the Company in writing such information relating to such holder as is reasonably necessary for use in connection with any such registration statement or prospectus and, to theextent permitted by law, will indemnify the Company and, as applicable, each of its directors, employees and officers and each Person who controls the Company (within the meaning of the Securities Act) against any Losses resulting from any untrue oralleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto (including, in each case, all documents incorporated therein by reference), orany omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in or omitted from anyinformation furnished in writing by such holder for the acknowledged purpose of inclusion in such registration statement, prospectus or preliminary prospectus. In connection with a Demand Registration or any other underwritten offering in which aholder of Registrable Securities is participating, such holder will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as providedabove with respect to the indemnification of the Company; provided, however, that any obligation to indemnify under this Section 8.02 will be several, not joint and several, among such holders of Registrable Securities and theliability of each such holder of Registrable Securities will be in proportion to and limited to the gross amount (before underwriting discounts) received by such holder from the sale of Registrable Securities pursuant to such registration statement,unless such Losses resulted from such holder’s intentionally fraudulent conduct. 

SECTION 8.03. Procedure. Eachparty entitled to indemnification under this Article VIII (the “Indemnified Party”) shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly aftersuch Indemnified Party has received written notice of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any 

 
14 

litigation resulting therefrom, provided that the counsel for the Indemnifying Party who is to conduct the defense of such claim or litigation is reasonably satisfactory to the Indemnified Party(whose approval shall not be unreasonably withheld or delayed). The Indemnified Party may participate in such defense at such Indemnified Party’s expense; provided, however, that the Indemnifying Party shall bear the expense ofsuch participation if (i) the Indemnifying Party has agreed in writing to pay such expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such claim or to employ counsel reasonably satisfactory to the IndemnifiedParty or (iii) in the reasonable judgment of the Indemnified Party, based upon the written advice of such Indemnified Party’s counsel, representation of both parties by the same counsel would be inappropriate due to actual or potentialconflicts of interest; provided, further, that in no event shall the Indemnifying Party be liable for the fees and expenses of more than one counsel (excluding one local counsel per jurisdiction as necessary) for all IndemnifiedParties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same event, allegations or circumstances. The Indemnified Party shall not enter into any settlement without the priorwritten consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under thisArticle VIII only to the extent that such failure to give notice shall materially prejudice the Indemnifying Party in the defense of any such claim or any such litigation. No Indemnifying Party, in the defense of any such claim orlitigation, shall, except with the prior written consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement (a) that does not include as an unconditional term thereof the giving by the claimant or plaintiffto such Indemnified Party of a release from all liability in respect to such claim or litigation in form and substance reasonably satisfactory to such Indemnified Party or (b) that includes an admission of fault, culpability or a failure toact, by or on behalf of any Indemnified Party. 

SECTION 8.04. Survival. The indemnification (and contributionprovisions in Section 9.01 below) provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling Person of suchIndemnified Party and will survive the transfer of securities. 

ARTICLE IX 

Contribution 

SECTION 9.01. Contribution. If the indemnification provided for in Section 8.01 from the Indemnifying Party is unavailable to or unenforceable by the Indemnified Party in respect of anyLosses, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses in such proportion as is appropriate to reflect the relativefault of the Indemnifying Party and Indemnified Parties in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Parties

 
15 

shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission tostate a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent suchaction. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Article VIII, any legal or other fees or expenses reasonably incurred by such party in connectionwith any investigation or proceeding. Notwithstanding this Article IX, an indemnifying holder shall not be required to contribute any amount in excess of the amount by which (a) the gross amount (before underwriting discounts)received by such holders from the sale of Registrable Securities sold by such holder exceeds (b) the amount of any damages which such indemnifying holder has otherwise been required to pay by reason of the untrue or alleged untrue statement oromission or alleged omission giving rise to such payments, unless such Losses in respect of which contribution is required resulted from such holder’s intentionally fraudulent conduct. 

SECTION 9.02. Equitable Considerations; Etc. The Company and the holders of Registrable Securities agree that it would not be justand equitable if contribution pursuant to this Article IX were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately precedingparagraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 

ARTICLE X 

Compliance with Rule 144

SECTION 10.01. Compliance with Rule 144. At the request of any holder of Registrable Securities who proposes to sell securities in compliance with Rule 144, the Company will (i) promptlyfurnish to such holder a written statement of compliance with the filing requirements of the Commission as set forth in Rule 144, and (ii) make available to the public and such holders such information, and take such action as is reasonablynecessary, to enable the holders of Registrable Securities to make sales pursuant to Rule 144. 

ARTICLE XI 

Miscellaneous

SECTION 11.01. Amendments and Waivers. Any waiver, consent or approval of any kind of any provision or condition of this Agreement must be made in writing and shall be effective only to the extentspecifically set forth in writing. Any Stockholder Representative may, with respect to such Stockholder Representative and any Eligible Stockholders it represents, waive the benefitof any provision of this

 
16 

Agreement. Except as set forth in Section 11.02(d), any amendment, modification, supplement or restatement of this Agreement must be effected by written agreement of the Company, eachof the Stockholder Representatives and each of the Eligible Stockholders. No waiver by any party of any default, misrepresentation or breach covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequentdefault, misrepresentation or breach of covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. 

SECTION 11.02. Transfer Rights. (a) The rights of a Stockholder Representative, together with those of the Eligible Stockholders represented by such Stockholder Representative as set forth onSchedule 2, as well as the rights of any Eligible Stockholder not set forth on Schedule 2 (in any such case, collectively, the “Transferring Stockholder”), shall be transferable to any transferee (the “Transferee”)of any interests in the Registrable Securities held by such Transferring Stockholder[; provided, however, that the Demand Registration rights and Shelf Registration Statement rights of any Transferring Stockholder shall only betransferable to a Transferee purchasing at least 66.67% of the Registrable Securities held by the Transferring Stockholder as of the date of this Agreement. 

(b) Notwithstanding the foregoing, all rights (including, without limitation, Demand Registration rights and Shelf Registration Statement rights) of a Transferring Stockholder shall be transferable to aPermitted Transferee that acquires Registrable Securities from such Transferring Stockholder. 

(c) Any such transfer of rightsunder this Agreement will be effective upon (i) receipt by the Company of written notice from such Transferring Stockholder stating the name and address of any Transferee and identifying the number of Registrable Securities with respect towhich rights under this Agreement are being transferred and the nature of the rights so transferred and (ii) receipt by the Company of a written agreement from the Transferee to be bound by the terms of this Agreement, upon which suchTransferee will be deemed to be a party hereto and have the rights and obligations of the Transferring Stockholder hereunder with respect to the Registrable Securities transferred. 

(d) In connection with any transfer pursuant to the proviso in Section 11.02(a) orSection 11.02(b) in which the Transferee acquires Demand Registration rights and Shelf Registration rights, Schedule 2 of this Agreement will be amended so as to reflect such transfer and such amended Schedule 2 will be in a formdetermined by the Company and the Transferee.

SECTION 11.03. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained inthis Agreement by or on behalf of any of the parties hereto will bind and inure to the benefit of the 

 

 
17 

respective successors, assigns, heirs, executors and personal representatives of the parties hereto, whether so expressed or not. 

SECTION 11.04. Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience of reference only anddo not constitute a part of and shall not be utilized in interpreting this Agreement. 

SECTION 11.05. Notices. Anynotice or communication by the Company, any Stockholder Representative or any Eligible Stockholder is duly given if in writing and delivered in person or by first class mail (registered or certified, return receipt requested), facsimiletransmission, email or overnight air courier guaranteeing next day delivery, to the recipient’s address: 

If to theCompany: 

The Fresh Market, Inc. 

628 Green Valley Road, Suite 500 

Greensboro, North Carolina 27408 

Facsimile No.: (336) 272-1664 

Attention: General Counsel 

With a copy to: 

Cravath, Swaine & Moore LLP 

Worldwide Plaza 

825 Eighth Avenue 

New York, New York 10019 

Facsimile No.: (212) 474-3700 

Attention: Craig F. Arcella 

If to an Eligible Stockholder, to the address indicated on Schedule 1 attached hereto as amended from time to time. 

If to a Stockholder Representative, to the address indicated on Schedule 2 attached hereto as amended from time to time.

The Company, any Stockholder Representative or any Eligible Stockholder, by notice to the other parties hereto, may designateadditional or different addresses for subsequent notices or communications. All notices and communications will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited inthe mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. If a notice orcommunication is mailed, transmitted or sent in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. 

 
18 

SECTION 11.06. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK EXCLUDING (TO THE GREATEST EXTENT PERMISSIBLE BY LAW) ANY RULE OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. 

SECTION 11.07. Consent to Jurisdiction. Each of the parties (a) consents to submit itself to the personal jurisdiction of thecourts of the State of New York and any Federal court sitting in the State of New York in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny ordefeat such personal jurisdiction by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other thanthe courts of the State of New York or any Federal court sitting in the State of New York. 

SECTION 11.08. Remedies.Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in its favor. Theparties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party shall be entitled to immediate injunctive relief or specific performance without bond or thenecessity of showing actual monetary damages in order to enforce or prevent any violations of the provisions of this Agreement. 

SECTION 11.09. Further Assurances. Each of the parties hereto will, without additional consideration, execute and deliver suchfurther instruments and take such other action as may be reasonably requested by any other party hereto in order to carry out the purposes and intent of this Agreement. 

SECTION 11.10. Severability. If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall beheld invalid, illegal or unenforceable in any respect by a Governmental Authority, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision toany other persons or circumstances. Upon such determination that any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance is invalid, illegal orunenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that the transactions contemplated herebyare fulfilled to the extent possible. 

SECTION 11.11. Entire Agreement. This Agreement (including Schedules 1and 2 attached hereto) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersede and shall supersede all prior 

 
19 

agreements and understandings (whether written or oral) among the Company, the Stockholder Representatives and the Eligible Stockholders, or any of them, with respect to the subject matterhereof. 

SECTION 11.12. Execution in Counterparts. This Agreement may be executed by any one or more of the partieshereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of thisAgreement by facsimile or other electronic image scan shall be effective as delivery of a manually executed counterpart of this Agreement. 

SECTION 11.13. No Third Party Beneficiaries. Except as provided in Articles VIII and IX and Section 11.02, nothing in this Agreement is intended or shall be construedto give any Person, other than the parties hereto, their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. 

SECTION 11.14. Waiver of Certain Damages. To the extent permitted by applicable law, each party hereto agrees not to assert, andhereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, thisAgreement or any of the transactions contemplated hereby. 

SECTION 11.15. WAIVER OF JURY TRIAL. EACH PARTY HEREBYWAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING OUT OF THIS AGREEMENT. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTYHAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENTBY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.15. 

*[Signature pages follow.]*

 
20 

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement asof the date first above written. 

 

THE FRESH MARKET INC.,

 
by  
/s/ Craig Carlock
 Name:  Craig Carlock Title:    President and CEO

The Eligible Stockholders:

 

J.P. MORGAN TRUST COMPANY OF DELAWARE, AS TRUSTEE OF THE JENNER TRUST

 
 
by /s/ Timothy Egan
 
    Name:

    Title:

 

J.P. MORGAN TRUST COMPANY OF DELAWARE, AS TRUSTEE OFTHE UNGER TRUST

 
 
by /s/ Timothy Egan
 
    Name:

    Title:

 

J.P. MORGAN TRUST COMPANY OF DELAWARE, AS TRUSTEE OFTHE FLOYD TRUST

 
 
by /s/ Timothy Egan
 
    Name:

    Title:

 

J.P. MORGAN TRUST COMPANY OF DELAWARE, AS TRUSTEE OFTHE KEIGAN TRUST

 
 
by /s/ Timothy Egan
 
    Name:

    Title:

 

AMY B. BARRY, AS CO-TRUSTEE OF

THE ROSSLER TRUST

 
 
by /s/ Amy Barry
     Amy B. Barry
BRETT M. BERRY, AS CO-TRUSTEE OF THE ROSSLER TRUST 
by /s/ Brett M. Berry
     Brett M. BerryJ.P. MORGAN TRUST COMPANY OF DELAWARE, AS CO-TRUSTEE OF THE ROSSLER TRUST 
by /s/ Timothy Egan
 
    Name:

    Title:
WINSTON B. BERRY, AS CO-TRUSTEE OF THE TUTTLE TRUST 
by /s/ Winston B. Berry
     Winston B. BerryJ.P. MORGAN TRUST COMPANY OF DELAWARE, AS CO-TRUSTEE OF THE TUTTLE TRUST 
by /s/ Timothy Egan
 
    Name:

    Title:
WINSTON B. BERRY, AS CO-TRUSTEE OF THE MILLARD TRUST 
by /s/ Winston B. Berry
     Winston B. BerryJ.P. MORGAN TRUST COMPANY OF DELAWARE, AS CO-TRUSTEE OF THE MILLARD TRUST 
by /s/ Timothy Egan
 
    Name:

    Title:

MICHAEL J. BARRY, AS CO-TRUSTEE OF THE LERRA TRUST

 
 
by    /s/ Michael Barry
     Michael J. Barry
 

J.P. MORGAN TRUST COMPANY OF DELAWARE, AS CO-TRUSTEEOF THE LERRA TRUST

 
 
by    /s/ Timothy Egon
 
    Name: Timothy Egon

    Title: Vice President

 

MICHAEL J. BARRY, AS CO-TRUSTEE OF THE FARRATRUST

 
 
by    /s/ Michael Barry
     Michael J. Barry
 

J.P. MORGAN TRUST COMPANY OF DELAWARE, AS CO-TRUSTEEOF THE FARRA TRUST

 
 
by    /s/ Timothy Egon
 
    Name: Timothy Egon

    Title: Vice President

 

MICHAEL J. BARRY, AS CO-TRUSTEE OF THE CAITOTRUST

 
 
by    /s/ Michael Barry
     Michael J. Barry
 

J.P. MORGAN TRUST COMPANY OF DELAWARE, AS CO-TRUSTEEOF THE CAITO TRUST

 
 
by    /s/ Timothy Egon
 
    Name: Timothy Egon

    Title: Vice President

BRETT M. BERRY, AS TRUSTEE OF THE GIBSON TRUST 
by /s/ Brett Berry
     Brett M. BerryRAY D. BERRY, AS TRUSTEE OF THE PAIKO TRUST 
by /s/ Ray Berry
     Ray D. BerryAMY B. BARRY, AS TRUSTEE OF THE ATMA TRUST 
by /s/ Amy Barry
     Amy B. BarryJ.P. MORGAN TRUST COMPANY OF DELAWARE, AS TRUSTEE OF THE ELLER TRUST 
by /s/ Timothy Egon
     Name: Timothy Egon     Title: Vice President

The Stockholder Representatives: 

 

/s/ Ray Berry
Ray D. Berry
/s/ Brett Berry
Brett M. Berry
/s/ Amy Barry
Amy B. Barry

Schedule 1 

Eligible Stockholders 

Jenner Trust 

c/o J.P. Morgan Trust Company of Delaware 

500 Stanton Christiana Road 

DE3-1680 

Newark, Delaware 19713-2107

Facsimile: 302-634-4474 

Attn:Timothy S. Egan 

Unger Trust 

c/oJ.P. Morgan Trust Company of Delaware 

500 Stanton Christiana Road 

DE3-1680 

Newark, Delaware 19713-2107 

Facsimile: 302-634-4474 

Attn: Timothy S. Egan 

Floyd Trust 

c/o J.P. Morgan Trust Company ofDelaware 

500 Stanton Christiana Road 

DE3-1680 

Newark, Delaware 19713-2107

Facsimile: 302-634-4474 

Attn:Timothy S. Egan 

Keigan Trust 

c/oJ.P. Morgan Trust Company of Delaware 

500 Stanton Christiana Road 

DE3-1680 

Newark, Delaware 19713-2107 

Facsimile: 302-634-4474 

Attn: Timothy S. Egan 

Rossler Trust 

c/o J.P. Morgan Trust Company ofDelaware 

500 Stanton Christiana Road 

DE3-1680 

Newark, Delaware 19713-2107

Facsimile: 302-634-4474 

Attn:Timothy S. Egan 

With copies to: 

Amy B. Barry 

c/o The Fresh Market, Inc. 

628 Green Valley Road, Suite 500 

Greensboro, North Carolina 27408 

Facsimile: (336) 272-1664 

and 

Brett M. Berry 

c/o The Fresh Market, Inc.

628 Green Valley Road, Suite 500 

Greensboro, North Carolina 27408 

Facsimile:(336) 272-1664 

Tuttle Trust 

c/o J.P. Morgan Trust Company of Delaware 

500Stanton Christiana Road 

DE3-1680 

Newark, Delaware 19713-2107 

Facsimile:302-634-4474 

Attn: Timothy S. Egan 

With a copy to: 

Winston B. Berry 

c/o The Fresh Market, Inc. 

628 Green ValleyRoad, Suite 500 

Greensboro, North Carolina 27408 

Facsimile: (336) 272-1664 

Millard Trust 

c/o J.P. Morgan Trust Company of Delaware 

500Stanton Christiana Road 

DE3-1680 

Newark, Delaware 19713-2107 

Facsimile:302-634-4474 

Attn: Timothy S. Egan 

With a copy to: 

Winston B. Berry 

c/o The Fresh Market, Inc. 

628 Green ValleyRoad, Suite 500 

Greensboro, North Carolina 27408 

Facsimile: (336) 272-1664 

Lerra Trust 

c/o J.P. Morgan Trust Company of Delaware 

500Stanton Christiana Road 

 
28 

DE3-1680 

Newark, Delaware 19713-2107 

Facsimile: 302-634-4474 

Attn: Timothy S. Egan 

With a copy to:

Michael J. Barry 

c/o The FreshMarket, Inc. 

628 Green Valley Road, Suite 500 

Greensboro, North Carolina 27408 

Facsimile: (336) 272-1664 

Farra Trust 

c/o J.P. Morgan Trust Company ofDelaware 

500 Stanton Christiana Road 

DE3-1680 

Newark, Delaware 19713-2107

Facsimile: 302-634-4474 

Attn:Timothy S. Egan 

With a copy to: 

Michael J. Barry 

c/o The Fresh Market, Inc.

628 Green Valley Road, Suite 500 

Greensboro, North Carolina 27408 

Facsimile:(336) 272-1664 

Caito Trust 

c/o J.P. Morgan Trust Company of Delaware 

500Stanton Christiana Road 

DE3-1680 

Newark, Delaware 19713-2107 

Facsimile:302-634-4474 

Attn: Timothy S. Egan 

With a copy to: 

Michael J. Barry 

c/o The Fresh Market, Inc. 

628 Green ValleyRoad, Suite 500 

Greensboro, North Carolina 27408 

Facsimile: (336) 272-1664 

Paiko Trust 

c/o The Fresh Market, Inc. 

628 Green ValleyRoad, Suite 500 

Greensboro, North Carolina 27408 

 
29 

Facsimile: (336) 272-1664 

Attention: Ray D. Berry 

Gibson Trust 

c/o The Fresh Market, Inc. 

628 Green Valley Road, Suite 500 

Greensboro, North Carolina 27408 

Facsimile:(336) 272-1664 

Attention: Brett M. Berry 

Atma Trust 

c/o The Fresh Market, Inc. 

628 Green Valley Road, Suite 500 

Greensboro, North Carolina 27408 

Facsimile: (336) 272-1664 

Attention: AmyB. Barry 

Eller Trust 

c/o J.P.Morgan Trust Company of Delaware 

500 Stanton Christiana Road 

DE3-1680 

Newark, Delaware 19713-2107 

Facsimile: 302-634-4474 

Attn: Timothy S. Egan 

 
30 

Schedule 2 

 

**Stockholder**

**Representatives**
  
**Eligible Stockholders Represented by such Stockholder**

**Representatives**
Ray D. Berry  Floyd Trust; Keigan Trust; Paiko TrustBrett M. Berry  Jenner Trust; Tuttle Trust; Millard Trust; Gibson Trust; Eller TrustAmy B. Barry  Unger Trust; Rossler Trust; Lerra Trust; Farra Trust; Caito Trust; Atma Trust