Exhibit 10.5

EXECUTION COPY

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.

WHEREAS the Company has elected to be an S-corporation (the S Election) under the Internal Revenue Code of 1986 or the
Internal Revenue Code of 1954, as applicable, and in each case as amended (the Code);

WHEREAS The Fresh Market of
Massachusetts, Inc. (the Subsidiary) is a wholly owned subsidiary of the Company and has elected to be a qualified subchapter S subsidiary (the QSub Election) under the Code;

WHEREAS the Company intends to conduct an initial public offering (the IPO) and, in connection with the IPO, the
Companys S Election and the Subsidiarys QSub Election will terminate, and each of the Company and the Subsidiary will each be treated as C-corporations under the Code;

WHEREAS at all times the Companys S Election was in effect, the Shareholders (defined below) paid Federal and certain state and
local income taxes on their allocable share of the Companys Taxable Income (defined below) as determined under the Code and certain equivalent state or local statutes, and the Shareholders will continue to pay such taxes (as they become due)
for such periods as the Companys S Election remains in effect;

WHEREAS the Company is obligated under its shareholder
agreement to make pro rata distributions to its Shareholders in amounts equal to the Shareholders estimated tax liability, calculated as if each Shareholder would be taxable on its allocable share of the Companys Taxable Income at the
maximum Federal income tax rate and the maximum state and local income tax rates; and

WHEREAS the Company and the
Shareholders desire to set forth their agreement that the Company shall bear the risk of any additional tax liability, as well as any related losses, costs and expenses, resulting from (i) any statement or restatement of the Companys
Taxable Income on any income tax return or (ii) any Determination (as defined below), in each case for any open taxable period beginning before the termination of the Companys S Election;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereby agree as follows:

ARTICLE I

Definitions

SECTION 1.01. General. The following terms shall have
the following meanings (such meanings to apply equally to the singular and plural forms of the terms



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defined). All section references are to this Agreement unless otherwise stated. All references to includes and including mean includes without limitation or
including without limitation, as the case may be.

SECTION 1.02. Definition of Terms.

Companys Taxable Income means the Companys taxable income, combined with the Subsidiarys taxable
income, as applicable.

Determination means the final resolution of liability for any tax for any taxable
period as a result of (i) a determination as defined in Treasury Regulation § 1.1377-2(c), (ii) a final determination made by a competent Taxing Authority or (iii) the payment of tax by the Shareholders if the
Shareholders and the Company agree that the payment should be made and no action should be taken to recoup that payment.

Proceeding means any proceeding that will potentially give rise to a Determination.

Shareholder means for any taxable period a person who was a shareholder of the Company during all or part of such
taxable period.

taxes means all Federal, state and local taxes, assessments, duties or similar charges of
any kind whatsoever, including any interest, additions to tax or penalties applicable thereto.

Taxing
Authority means any governmental body charged with the determination, collection or imposition of taxes.

ARTICLE II

Payments and Indemnity

SECTION 2.01. Tax Returns. Upon filing any Federal, state or local income tax return (amended or otherwise) for any taxable period during which the Company had an S Election in effect, the Company
shall calculate each Shareholders estimated tax liability for such taxable period as if each such Shareholder would be taxable on its allocable share of the Companys Taxable Income at the maximum Federal income tax rate and the maximum
state and local income tax rates applicable to each such Shareholder; provided, that in any case where another person or entity is directly taxed on a Shareholders income, such Shareholders estimated tax liability shall be
determined by reference to such other person or entity. The Company shall calculate for each Shareholder the excess of such Shareholders estimated tax liability over the amount previously distributed by the Company to such Shareholder in
respect of tax liabilities for the relevant taxable period (the 2.01 Excess). The Company shall make a payment to each Shareholder in proportion to each Shareholders shareholdings during the relevant taxable period in an amount
sufficient so that the Shareholder with the highest 2.01 Excess receives a payment equal thereto. Payments made pursuant to this Section 2.01 shall be made at the time the relevant income tax return is filed.



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SECTION 2.02. Determinations. After any Determination, the Company shall calculate
each Shareholders estimated tax liability for the relevant taxable period as if each such Shareholder would be taxable on its allocable share of the Companys Taxable Income at the maximum Federal income tax rate and the maximum state and
local income tax rates applicable to each such Shareholder; provided, that in any case where another person or entity is directly taxed on a Shareholders income, such Shareholders estimated tax liability shall be determined by
reference to such other person or entity. The Company shall calculate for each Shareholder the excess of such Shareholders estimated tax liability over the amount previously distributed by the Company to such Shareholder in respect of taxes
for such taxable period (the 2.02 Excess). The Company shall make a payment to each Shareholder in proportion to each Shareholders shareholdings during the relevant taxable period in an amount sufficient so that the Shareholder
with the highest 2.02 Excess receives a payment equal thereto. Payments made pursuant to this Section 2.02 shall be made within 120 days of the relevant Determination.

SECTION 2.03. Indemnification. The Company shall indemnify and hold harmless the Shareholders from any losses, costs or expenses (including reasonable attorneys fees) arising out of any
claims made pursuant to Section 2.01 or Section 2.02. Payments made pursuant to this Section 2.03 shall be made at the same time as the payment made pursuant to Section 2.01 or Section 2.02, as applicable.

ARTICLE III

Notice, Proceedings and Inconsistent Reporting

SECTION 3.01. Notice and Proceedings. (a) Any Shareholder that believes it may be entitled to a payment under this Agreement as a result of a Proceeding shall use reasonable efforts to
promptly notify the Company of such Proceeding.

(b) The Company will have the option to represent itself in any Proceeding,
at its own expense and using advisors of the Companys choice.

(c) Each Shareholder shall cooperate fully with the
Company in any Proceeding and shall have the right, but not the obligation, to participate in such Proceeding at its own expense.

(d) Breach by any Shareholder of any of the provisions of this Section 3.01 will terminate the Companys obligation to make payments to such Shareholder under Article II, to the extent any
such breach materially prejudices the result of any Proceeding.

SECTION 3.02. Inconsistent Reporting. If a Shareholder
hereafter reports an item on such Shareholders income tax return in a manner materially inconsistent with the tax treatment reflected in the Schedule K-1 or other tax information provided to the Shareholder by the Company for a taxable period
during which the Company had an S Election in effect, such Shareholder shall notify the Company of such



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treatment before filing such Shareholders income tax return. If such Shareholder fails to notify the Company of such inconsistent reporting, such Shareholder shall be liable to the Company
for any losses, costs or expenses (including reasonable attorneys fees) arising from such inconsistent reporting, including an audit.

ARTICLE IV

Miscellaneous

SECTION 4.01. Confidentiality. Each of the parties agrees that any information furnished pursuant to this Agreement is
confidential and, except as and to the extent required by law or otherwise during the course of an audit or contest or other administrative or legal proceeding, shall not be disclosed to other persons.

SECTION 4.02. Successors and Access to Information. This Agreement shall be binding upon and inure to the benefit of any successor
to any of the parties, by merger, acquisition of assets or stock in the Company or otherwise, to the same extent as if the successor had been an original party to this Agreement or the relevant Shareholder for the taxable period in question, and in
such event, all references herein to a party shall refer instead to the successor of such party; provided, however, that for purposes of calculating the estimated tax liability to which any payments under this Agreement would relate,
the original Shareholders estimated tax liability shall be taken into account, but any payments in connection therewith shall be made to the successor of such original Shareholder.

SECTION 4.03. Governing Law. This Agreement shall be governed by and construed in accordance 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 4.04. Headings. The headings in this Agreement are for convenience only and shall not be deemed for any purpose to constitute a part or to affect the interpretation of this Agreement.

SECTION 4.05. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which
will be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one counterpart.

SECTION 4.06. Notices. Any notice or communication required or permitted to be given under this Agreement shall be in writing (including telecopy communication) and mailed, telecopied or delivered
to the parties at the addresses specified in Schedule A or at such other address as one party may specify by notice to the other party. All such notices and communications shall be effective when received. Any payment required to be made under
this Agreement shall be mailed or delivered to the parties at the addresses specified in Schedule A or at such other address or account as one party may specify by notice to the other party.



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SECTION 4.07. Severability. If any provision of this Agreement is held to be
unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the maximum extent practicable. In any event, all other provisions of this Agreement shall be deemed valid, binding,
and enforceable to their full extent.

SECTION 4.08. Survival. This Agreement shall remain in force and be binding so
long as the applicable period of assessments (including extensions) remains unexpired for any taxes contemplated by this Agreement.

SECTION 4.09. Successor Provisions. Any reference herein to any provisions of the Code or Treasury Regulations shall be deemed to include any amendments or successor provisions thereto as
appropriate.

SECTION 4.10. Integration; Amendments. Except as explicitly stated herein, this Agreement embodies the
entire understanding between the parties relating to its subject matter and supersedes and terminates all prior agreements and understandings among the parties with respect to such matters. No promises, covenants or representations of any kind,
other than those expressly stated herein, have been made to induce any party to enter into this Agreement. This Agreement shall not be modified or terminated except by a writing duly signed by each of the parties hereto, and no waiver of any
provisions of this Agreement shall be effective unless in a writing duly signed by the party sought to be bound.

SECTION
4.11. Waiver of Jury Trial. EACH PARTY HEREBY WAIVES, 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 PARTY HAS 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 AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.11.

[Signature pages follow.]



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IN WITNESS WHEREOF, each of the parties of this Agreement has executed this Agreement, or
caused this Agreement to be executed by its duly authorized officer or trustee, as of the date first set forth above.



THE FRESH MARKET, INC.by /s/ Craig CarlockName:Title:J.P. MORGAN TRUST COMPANY OF DELAWARE, AS TRUSTEE OF THE JENNER TRUSTby /s/ Timothy EganName: Timothy EganTitle:    Vice PresidentJ.P. MORGAN TRUST COMPANY OF DELAWARE, AS TRUSTEE OF THE UNGER TRUSTby /s/ Timothy EganName: Timothy EganTitle:    Vice PresidentJ.P. MORGAN TRUST COMPANY OF DELAWARE, AS TRUSTEE OF THE FLOYD TRUSTby /s/ Timothy EganName: Timothy EganTitle:    Vice PresidentJ.P. MORGAN TRUST COMPANY OF DELAWARE, AS TRUSTEE OF THE KEIGAN TRUSTby /s/ Timothy EganName: Timothy EganTitle:    Vice President




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AMY B. BARRY, AS CO-TRUSTEE OF THE ROSSLER TRUSTby /s/ Amy B. BarryAmy B. BarryBRETT M. BERRY, AS CO-TRUSTEE OF THE ROSSLER TRUSTby /s/ Brett M. BerryBrett M. BerryJ.P. MORGAN TRUST COMPANY OF DELAWARE, AS CO-TRUSTEE OF THE ROSSLER TRUSTby /s/ Timothy EganName: Timothy EganTitle:    Vice PresidentWINSTON B. BERRY, AS CO-TRUSTEE OF THE TUTTLE TRUSTby /s/ Winston B. BerryWinston B. BerryJ.P. MORGAN TRUST COMPANY OF DELAWARE, AS CO-TRUSTEE OF THE TUTTLE TRUSTby /s/ Timothy EganName: Timothy EganTitle:    Vice PresidentWINSTON B. BERRY, AS CO-TRUSTEE OF THE MILLARD TRUSTby /s/ Winston B. BerryWinston B. Berry




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J.P. MORGAN TRUST COMPANY OF DELAWARE, AS CO-TRUSTEE OF THE MILLARD TRUSTby /s/ Timothy EganName: Timothy EganTitle: Vice PresidentMICHAEL J. BARRY, AS CO-TRUSTEE OF THE LERRA TRUSTby /s/ Michael BarryMichael J. BarryJ.P. MORGAN TRUST COMPANY OF DELAWARE, AS CO-TRUSTEE OF THE LERRA TRUSTby /s/ Timothy EganName: Timothy EganTitle: Vice PresidentMICHAEL J. BARRY, AS CO-TRUSTEE OF THE FARRA TRUSTby /s/ Michael BarryMichael J. BarryJ.P. MORGAN TRUST COMPANY OF DELAWARE, AS CO-TRUSTEE OF THE FARRA TRUSTby /s/ Timothy EganName: Timothy EganTitle: Vice President




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MICHAEL J. BARRY, AS CO-TRUSTEE OF THE CAITO TRUSTby /s/ Michael BarryMichael J. BarryJ.P. MORGAN TRUST COMPANY OF DELAWARE, AS CO-TRUSTEE OF THE CAITO TRUSTby /s/ Timothy EganName: Timothy EganTitle: Vice PresidentBRETT M. BERRY, AS TRUSTEE OF THE GIBSON TRUSTby /s/ Brett BerryBrett M. BerryRAY D. BERRY, AS TRUSTEE OF THE PAIKO TRUSTby /s/ Ray BerryRay D. BerryAMY B. BARRY, AS TRUSTEE OF THE ATMA TRUSTby /s/ Amy BarryAmy B. BarryJ.P. MORGAN TRUST COMPANY OF DELAWARE, AS TRUSTEE OF THE ELLER TRUSTby /s/ Timothy EganName: Timothy EganTitle: Vice President




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SCHEDULE A

Notices

To the Company:

The Fresh Market, Inc.

628 Green Valley Road, Suite 500

Greensboro, North Carolina 27408

Facsimile:
(336) 272-1664

Attn: 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

To the Shareholders:



|                                                                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Jenner Trust; Unger
Trust; Floyd Trust; Eller Trust;
and Keigan 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 |  | Rossler 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
 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



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|                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Tuttle 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
 With a copy to: Winston B. Berry c/o The Fresh Market, Inc.
628 Green Valley Road, Suite 500 Greensboro,
North Carolina 27408 Facsimile: (336) 272-1664 |  | Millard 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
 With a copy to: Winston B. Berry c/o The Fresh Market, Inc.
628 Green Valley Road, Suite 500 Greensboro,
North Carolina 27408 Facsimile: (336) 272-1664
|                                                                                                                                                                                                                                                                                                                               | 
|Lerra 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
 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  |  | Farra 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
 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 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  |  | 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                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                               | 
|Paiko Trust                                                                                                                                                                                                                                                                                                                    |  | Atma Trust                                                                                                                                                                                                                                                                                                                     



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|                                                                                                                                               |  |                                                                                                                                               
|---------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|c/o The Fresh Market, Inc. 628
Green Valley Road, Suite 500 Greensboro, North Carolina 27408 Facsimile: (336) 272-1664 Attention: Ray D. Berry |  | c/o The Fresh Market, Inc.
628 Green Valley Road, Suite 500 Greensboro,
North Carolina 27408 Facsimile: (336) 272-1664 Attention: Amy B. Barry



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