Supply and Service Agreement



 Exhibit 10.1 

THE FRESH MARKET, INC. 

SUPPLY AND SERVICE AGREEMENT 

This Supply and Service Agreement (this “Agreement”) is made and entered into this 26th day of
January, 2007 by and between The Fresh Market, Inc., a North Carolina corporation, with its corporate office located at 628 Green Valley Road, Suite 500, Greensboro, North Carolina (referred to herein along with its successors and assigns as
“TFM”), and Burns Logistics, a Delaware corporation, with its corporate office located at 501 S.E.
5th Street, Milford, Delaware (referred to herein along
with its authorized assigns as “Burris”). 
 In consideration of the mutual promises and covenants hereinafter
contained, the parties hereto agree as follows: 
  

	1.	Term. The initial term of this Agreement shall be for five (5) years commencing as of the date of the first delivery. Thereafter, this
Agreement shall automatically renew for one hundred eighty (180) day periods, unless either party provides written notice to the other of non-renewal at least one hundred eighty (180) days prior to the last day of the then current term.


  

	2.	Product Supply, Facilities and Distribution Services. 

  

	 	a.	Burris shall supply Products listed in Exhibit A to all TFM Stores as required by TFM (which current TFM Stores are listed in Exhibit D), and Burris shall meet all
Specifications set forth in Exhibit A with respect to such Products. Without limiting Burris’ other obligations under this Agreement, all Products provided by Burris shall also comply with Section 9 of this Agreement.


  

	 	b.	At its sole cost and expense, Burris shall maintain, operate, and provide in accordance with all local, county, state, and federal laws the Facility.


  

	 	c.	Burris shall deliver all Products pursuant to an Order and Delivery Schedule developed by Burris, which schedule shall be subject to TFM’s written approval. Burris
shall provide adequate trucks and refrigerated/frozen trailers to deliver Products to TFM Stores three (3) times per week (and more often if requested by TFM from time to time during Holiday Periods and/or for TFM Stores accepting two thousand
(2,000) or more cases per week). Timing is of the essence with respect to the number of deliveries made per week; provided, however, TFM’s right to terminate this Agreement for a violation of this Section 2(c) shall be
governed by Section 14(a)(i). In addition to TFM’s other available rights and remedies, if a Missed Delivery occurs more than [***] times in any consecutive [***] month period, Burris shall pay to TFM on demand [***] as liquidated damages
for each Missed Delivery that occurs thereafter during such [***] month period. Burris’ first delivery of Products to TFM shall be no later than February 7, 2007. 


 

	 	d.	Exhibit A shall be deemed modified, from time to time, to include new Product lines and accompanying Specifications as directed by TFM in writing and/or to discontinue
Product lines and accompanying Specifications as directed by TFM in writing. 

  

	 	e.	Exhibit D shall be deemed modified, from time to time, to include future TFM Stores and/or to delete TFM Stores. 


 

	3.	Price/Promotion. This Section 3 addresses Case Upcharge (Section 3(a)), Inbound Product Case Cost (Section 3(b)), profit sharing and
supplementation (Section 3(c)), and reconciliation (Section 3(d)): 

  

 
 Portions marked [***] have been omitted
pursuant to a Confidential Treatment Request by The Fresh Market, Inc., this information has been filed separately with the Securities and Exchange Commission. 
  

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	 	a.	Case Upcharge. Subject to reconciliation as set forth below, TFM shall pay Burris a Case Upcharge to be determined using the Estimated Case Volume for Product delivered
to and accepted by TFM in accordance with this Agreement. 

  

	 	b.	Inbound Product Case Cost. Subject to reconciliation as set forth below, TFM shall reimburse Burris the Inbound Product Case Cost for Product delivered to and accepted
by TFM in accordance with this Agreement. 

  

	 	c.	Profit Sharing and Supplementation. 

  

	 	(i)	Burris shall pay TFM any Adjustment Amount at the end of each Contract Year (or Partial Contract Year). TFM, at its option, shall either be credited with the Adjustment
Amount (which amount TFM may offset against any other sums owed) or reimbursed the same within five (5) business days of final determination of the Adjustment Amount. 


 

	 	(ii)	TFM shall pay to Burris any Below Threshold Fee at the end of each Contract Year (prorated for Partial Contract Years). 


 

	 	d.	Reconciliation. 

  

	 	(i)	Case Upcharge. Case Upcharge shall be reconciled semi-annually. In the event the semi-annual reconciliation, including the Fuel Cost Adjustment, shows that the Actual
Case Volume during such Semi-Annual Period (or Partial Semi-Annual Period) was more than the Estimated Case Volume for such period (and that the Case Upcharge charged during such period should have been less than actually charged), TFM shall either
be credited with the amount of its total Case Upcharge overpayment (which amount TFM may offset against any other sums owed) or reimbursed the same within five (5) business days of TFM’s receipt of the Reconciliation Statement. In the
event the semi-annual reconciliation shows that the Actual Case Volume during such Semi-Annual Period was less than the Estimated Case Volume for such period (and that the Case Upcharge charged during such period should have been more than actually
charged), TFM shall pay to Burris the total Case Upcharge underpayment for such semi-annual period (less amounts disputed in good faith by TFM) within five (5) business days of TFM’s receipt of the Reconciliation Statement.


  

	 	(ii)	Inbound Product Case Cost. Inbound Product Case Cost shall be reconciled semi-annually. In the event the semi-annual reconciliation shows a difference in the Inbound
Product Case Cost and amounts paid by TFM towards Inbound Product Case Cost during such period due to timing of Product cost changes (also known to Burris as a marketing adjustment), reimbursements shall be made as follows: (a) when the
marketing adjustment is positive (i.e., when amounts paid by TFM exceed the reconciled Inbound Product Case Cost), TFM shall either be credited with the amount of its Inbound Product Case Cost overpayment (which amount TFM may offset against any
other sums owed) or reimbursed the same within five (5) business days of TFM’s receipt of the Reconciliation Statement, and (b) when the marketing adjustment is negative (i.e., when amounts paid by TFM are less than the reconciled
Inbound Product Case cost), TFM shall reimburse Burris the difference within five (5) business days after receipt of the Reconciliation Statement. 


 

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	 	(iii)	Profit Sharing and Supplementation. The following shall be reconciled at the end of each Contract Year (or Partial Contract Year): 


 

	 	(a)	Profit Sharing. Burris shall pay to TFM the Adjustment Amount at the end of each Contract Year (or Partial Contract Year). TFM, at its option, shall either be credited
with the Adjustment Amount (which amount TFM may offset against any other sums owed) or reimbursed the same within five (5) business days of final determination of the Adjustment Amount. 


 

	 	(b)	Supplementation. Although this is not a requirements contract, TFM currently anticipates that it will order a minimum of [***]. Upon receipt of the final Reconciliation
Statement for each Contract Year (prorated for Partial Contract Years), the parties will determine TFM’s Actual Case Volume for that Contract Year (prorated for Partial Contract Years). If TFM does not achieve the Threshold Volume for that
Contract Year (prorated for Partial Contract Years), TFM shall pay to Burris the Below Threshold Fee. If TFM does achieve the Threshold Volume for that Contract Year (prorated for Partial Contract Years), TFM shall have no further financial
obligation to Burris for that Contract Year (or Partial Contract Year). 

  

	 	(iv)	Burris shall provide to TFM Reconciliation Statements within thirty (30) days after the end of each Semi-Annual Period. In the event Burris fails to provide TFM
Reconciliation Statements or reimbursements accurately and on a timely basis as provided above, in addition to TFM’s other available rights and remedies, TFM may offset and/or deduct, by TFM’s estimate, any reimbursements due to TFM from
subsequent payments to Burris. 

  

	 	e.	Other Price Matters. 

  

	 	(i)	[***]. 

  

	 	(ii)	Product prices shall be set monthly in accordance with TFM’s fiscal calendar. Any supplier’s or vendor’s Product price changes shall be communicated to
TFM in writing or electronically (by electronic price file) at least fourteen (14) days prior to the effective start date of TFM’s monthly order guides of Burris Products. Notwithstanding the foregoing, however, meat and seafood prices
shall be set weekly to incorporate changes in commodity prices. All price changes shall take effect Sundays at 12:01 AM. 

  

	 	(iii)	[***]. Burris shall not be required to seek or accept Cross Dock pallets or cases if such services would unreasonably Impede the performance of its services hereunder.


  
  

Portions marked [***] have been omitted pursuant to a Confidential Treatment Request by The Fresh Market, Inc., this information has been filed separately
with the Securities and Exchange Commission. 
  

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	4.	Acceptance/Rejection. All deliveries of Products by Burris are subject to TFM’s acceptance of such Products. TFM may reject Products if TFM
did not order the Products delivered or if the Products delivered are not in compliance with this Agreement. TFM shall report any product overs, shorts and visible external damage to Burris at the time of delivery while Burris’ delivery driver
is at the TFM Store. TFM shall report rejections due to mispicks, internal damage, and the delivery of Products which do not otherwise meet TFM specifications on or before 5:00 P.M. on the first business day following the delivery of such Products.
TFM shall report rejections, shortages, and any other Product complaints by contacting Burris Customer Service at 888-287-7473 ((888) Burris3) (or by such other commercially reasonable means as may be available if TFM cannot reach Burris Customer
Service within the time period specified). If TFM rejects such Products (in whole or in part), Burris shall (i) retrieve the rejected Products within two (2) days of TFM’s rejection of such Products and (ii) at TFM’s option,
either (a) replace such rejected Products at the time of Burris’ next delivery to the TFM Store to which such rejected Products were delivered, or (b) provide a credit to such TFM Store for the rejected Products within two
(2) days from the date TFM’s rejection was communicated to Burris. 

  

	5.	Quality Control. All Products shall be handled in accordance with the Specifications while such Products are in the possession of Burris. Upon
receipt by Burris and while in the possession of Burris, Burris shall regularly inspect Product dates and the quality and integrity of such Products for conformance to TFM’s Specifications. Burris, at its sole cost and expense, shall designate
a quality assurance representative at the Facility to (i) ensure adherence to all such Specifications and quality requirements and (ii) provide any reports or documents reasonably necessary to detail the same. If any inspection or test
performed hereunder indicates a failure to conform to the Specifications or any other quality requirements, Burris shall promptly advise TFM, and Burris shall not deliver Products from such shipments without the express written consent of TFM, which
consent may be granted or withheld in TFM’s sole discretion. 

  

	6.	 Payment Terms. Burris shall deliver to TFM on or before 10:00 A.M. on the first
(1st) business day of each week a statement detailing
charges for Products delivered during the immediately preceding week (“Weekly Invoice”), time being of the essence. TFM shall pay by wire transfer to Burris [***] of the invoiced amount due (less amounts disputed in good faith by TFM) on
or before [***] following TFM’s receipt of the Weekly Invoice (“First Payment”). TFM shall pay by wire transfer to Burris the remaining invoiced amount due (less amounts disputed in good faith by TFM) on or before [***] after the date
of the First Payment. Any disputes as to invoiced amounts due shall be promptly discussed by applicable representatives of the parties and, if not promptly resolved, shall be subject to Section 15 below. Notwithstanding the foregoing, TFM shall
not be required to pay any statements delivered more than sixty (60) days after the due date for delivery of the statement. 


  

	7.	Service and Support.  

  

	 	a.	Burris shall provide the quality of Products specified by TFM in volumes requested by TFM, subject to all terms and conditions of this Agreement.


  

	 	b.	Burris shall provide all necessary personnel to fulfill its Obligations under this Agreement. Such personnel shall include, but not be limited to:


  

	 	i.	account manager; 

  

	 	ii.	dedicated buying staff; 

  

	 	iii.	administrative support; 

  

	 	iv.	customer support representative(s); and 

  

	 	v.	quality assurance representative. 

  

 
 Portions marked [***] have been omitted
pursuant to a Confidential Treatment Request by The Fresh Market, Inc., this information has been filed separately with the Securities and Exchange Commission. 
  

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	 	c.	Upon TFM’s request, Burris shall provide business reports, in form reasonably acceptable to TFM, that measure Burris’ satisfaction of its Obligations and any
other information that may be useful to measure Burris’ distribution performance related to TFM. 

  

	 	d.	Except as otherwise expressly provided herein, Burris shall bear the risk of reselling any Products stocked for distribution for TFM and TFM will work with Burris in
good faith to minimize losses from spoilage and excess inventory. Notwithstanding the foregoing, TFM shall accept delivery of all Products complying with the terms of this Agreement if TFM requests in writing that Burris order a specific quantity of
a Product which is more than that which Burris should reasonably carry in inventory for distribution to TFM (“Additional Products”), and Burris shall order the Additional Products in the quantity requested by TFM. If such Additional
Product is ordered for the sole benefit of TFM (and not as part of a mutually beneficial transaction), [***]. TFM shall not bear the risk of resale of such Additional Product if Burris fails to make delivery of such Additional Product or otherwise
fails to make such Additional Product available for delivery. TFM shall notify Burris upon discontinuance of a Product and TFM shall accept delivery of all discontinued Products held by Burris in inventory for TFM that comply with the terms of this
Agreement, provided that such Products are made available for delivery within a commercially reasonable time after notice of such discontinuance. 

  

	 	e.	Burris shall assist TFM with the administrative process of Product billback for future TFM store openings and help collect funds from such billbacks (“Billback
Amount”) from invoice deductions upon TFM’s request. TFM shall provide a list of all vendors and suppliers who participate in this billback program and the Product level support associated with each vendor and supplier. Burris shall pay
TFM all Billback Amounts upon Burris’ receipt of the same from participating vendors and suppliers (and all such Billback Amounts shall accrue solely to the benefit of TFM). [***]. 


 

	8.	Trademarks and Exclusivity. Burris shall not use, authorize, or permit the use of any TFM Marks as part of its firm, corporate, or business name or
otherwise. Burris shall not contest the right of TFM’s exclusive use of any TFM Marks. Any Product carrying TFM Marks shall not be sold to any other party without the express written consent of TFM, which consent may be granted, withdrawn or
withheld in TFM’s sole discretion. Additionally, except for Specialty Food Products Burris distributes to other retailers as of the date of this Agreement, Burris shall not sell to any other retailer any Specialty Food Product sourced
exclusively for TFM (which does not contain TFM Marks) unless Burris receives the express prior written consent of TFM, which consent shall not be unreasonably withheld, conditioned, or delayed. 


 

	9.	Product Warranties and Representations. 

  

	 	a.	Burris hereby warrants and represents the following: 

  

 
 Portions marked [***] have been omitted
pursuant to a Confidential Treatment Request by The Fresh Market, Inc., this information has been filed separately with the Securities and Exchange Commission. 
  

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	 	i.	As of the date of delivery, Burris shall have all right, title, and interest in and to the Products and all rights necessary to transfer such rights and title to TFM
free of any lien, pledge, hypothecation or other encumbrance; and 

  

	 	ii.	All Products delivered hereunder shall comply with all requirements of this Agreement. 


 

	 	b.	Except for the covenants, warranties and representations of Burris expressly set forth in this Agreement, Burris makes no warranties or representations as to the
Products including their merchantability or fitness for a particular use. 

  

	10.	Indemnification. 

  

	 	a.	Burris shall defend, indemnify and hold harmless TFM, its shareholders, parents, subsidiaries and affiliated companies as well as TFM’s and TFM’s
parents’, subsidiaries’, and affiliated companies’ shareholders, officers, directors, partners, employees and agents (the “Indemnified Parties”) from and against any and all claims, damages, liabilities, losses,
judgments, fines, penalties, demands, actions, proceedings, lawsuits, fees, costs, and expenses (including attorneys’ fees and expenses) suffered by any such Indemnified Parties as a result of Burris’ breach of its covenants and/or
warranties and representations under this Agreement. In the event that Burris or its agents, employees or subcontractors enter premises occupied or under the control of TFM or any other Indemnified Parties in the performance of Burris’
obligations under this Agreement, Burris will defend, indemnify and hold such Indemnified Parties harmless from and against any and all claims, damages, liabilities, losses, judgments, fines, penalties, demands, actions, proceedings, lawsuits, fees,
costs, and expenses (including attorneys’ fees and expenses) suffered by any such Indemnified Parties on account of loss, cost or damage to property or injury to person (including death) arising out of, as a result of, or in connection with
such entry or performance by Burris, its employees, agents or subcontractors unless such loss, cost or damage to property or injury to person (including death) is due to the negligence or willful misconduct of the Indemnified Parties. Burris’
compliance with Section 11 of this Agreement does not relieve it from liability under this Section 10. 

  

	 	b.	Without limiting the parties’ other rights and remedies, in the event purchasers of Products from TFM claim such Products are defective and it is determined by a
final, non-appealable judicial order (i) that such Products are indeed defective and (ii) that such defects arose solely through the negligent acts or omissions of either party hereto, such negligent party shall indemnify and hold the
other party harmless from any reasonable attorneys’ fees such other party incurred in defending such action. 

  

	11.	Insurance. Burris shall carry, at Burris’ sole cost and expense, the following types of insurance with an insurance company or companies
qualified to transact business in the states in which services and the Products are provided to TFM: 

  

	 	a.	Commercial general liability insurance with “Occurrence Form” products coverage on all services, equipment or Products provided to TFM, stipulating limits of
liability of not less than [***] for each occurrence with a general aggregate of not less than [***], and naming TFM as an additional insured under said policy with the limits and coverages specified; 


 

	 	b.	 Worker’s compensation insurance for statutory limits as required by applicable law (including Employer’s Liability Insurance in an amount of
not less than [***] per accident for bodily injury and [***] 


  

 
 Portions marked [***] have been omitted
pursuant to a Confidential Treatment Request by The Fresh Market, Inc., this information has been filed separately with the Securities and Exchange Commission. 
  

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per employee/aggregate for disease) covering all persons employed by Burris in connection with the performance of the delivery of the Products and/or any other services provided herein by such
persons to TFM on property under the control of TFM; 

  

	 	c.	Business auto liability insurance (including owned, leased, and non-owned vehicles) for all vehicles of Burris, or vehicles used by Burris in connection with the
performance of the delivery of the Products and/or any other services provided herein, that enter upon property under the control of TFM stipulating limits of liability of not less than [***] combined single limit for bodily injury, personal injury
(no fault-if required by law), and property damage; and 

  

	 	d.	Excess liability coverage applying on a “following form” basis in excess of the commercial general liability, employer’s liability, and business auto
liability policies referenced above, with limits of not less than [***] when combined with the underlying coverages, and naming TFM as an additional insured under said policy. This policy shall be endorsed to be primary and non-contributory, rather
than excess, with respect to its additional insured status. 

  

	    	Upon commencement of this Agreement, a certificate of each type of insurance coverage listed above providing at least thirty (30) days’ notice to TFM prior to
cancellation or termination shall be furnished to TFM. Such insurance must be issued by a company having a Best rating of at least A- by Best’s Insurance Reports or the then prevailing insurance rating bureau. Burris shall provide TFM with
copies of the certificates of such coverage upon renewal and upon request from time to time. 

  

	12.	Force Majeure. Each party’s obligations under this Agreement shall be tolled only for delays caused by fire, war, riots or civil commotion,
epidemics, authority of law, strikes (but only so long as such party is negotiating in good faith for a prompt resolution), lock-outs (but only so long as such party is negotiating in good faith for a prompt resolution), acts of God or other
non-monetary matters beyond the reasonable control of such party, including, without limitation, the failure of vendors to provide the Products properly ordered by Burris pursuant to TFM’s requests. Notwithstanding the foregoing, the period of
tolling under this Section 12 shall not exceed the lesser of (a) the time of delay caused by the tolling event or (b) five (5) days. 

  

	13.	Confidentiality. Each party shall hold in strict confidence and not use or disclose the other party’s Confidential Information except upon the
prior written consent of the other party, which consent may be granted or withheld in the other party’s sole discretion. Upon termination of this Agreement, the parties shall either destroy or return all of the Confidential Information received
from the other party during the term of this Agreement. The parties’ obligations under this Section 13 shall survive for two (2) years from the date of any termination of this Agreement. 


 

	14.	Termination. 

  

	 	a.	Termination for Cause. 

  

	 	i.	 In addition to, and without limiting TFM’s other rights and remedies, if, after the first
(1st) [***] of the commencement of this Agreement, a
Missed Delivery occurs (a) more than [***] times in one (1) month or (b) more than [***] times in six (6) consecutive months, TFM may terminate this Agreement by written notice to Burris. 



 

	 	ii.	 In addition to, and without limiting TFM’s other rights and remedies, if Burris fails to fulfill section (i) of its Obligations (set forth in
Exhibit C) 


  

 
 Portions marked [***] have been omitted
pursuant to a Confidential Treatment Request by The Fresh Market, Inc., this information has been filed separately with the Securities and Exchange Commission. 
  

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more than [***] times during any thirteen consecutive weeks, or section (ii) of its Obligations (set forth in Exhibit C) more than [***] times during any thirteen consecutive weeks, TFM may
terminate this Agreement by written notice to Burris. 

  

	 	iii.	In addition to, and without limiting TFM’s other rights and remedies, if Burris fails to fulfill section (viii) under “Obligations” in Exhibit C of
this Agreement, TFM may terminate this Agreement in the event Burris fails to cure such breach within seven (7) days after TFM provides Burris with written notice of such breach. 


 

	 	iv.	In addition to, and without limiting TFM’s other rights and remedies, if Burris fails to perform any of its other Obligations under this Agreement, TFM may
terminate this Agreement in the event Burris fails to cure such breach within twenty-one (21) days after TFM provides Burris with written notice of such breach. 


 

	 	v.	If TFM fails to perform any of its obligations under this Agreement, Burris may terminate this Agreement in the event TFM fails to cure such breach within twenty-one
(21) days after Burris provides TFM with written notice of such breach. Without limiting the foregoing, in the event TFM fails to make a payment as required under Section 6 of this Agreement and TFM fails to cure such failure within seven
(7) days after Burris provides TFM with written notice of such failure, Burris may suspend performance of its Obligations until receipt of the payment due. 


 

	 	b.	Termination Without Cause.  

  

	 	    	If TFM’s Actual Ordered Case Volume for any given Contract Year (or Partial Contract Year) is less than [***], Burris may propose an amendment to the terms of this
Agreement within thirty (30) days after Tenant’s receipt of the final Reconciliation Statement for such Contract Year (or Partial Contract Year); provided, however, if the parties are unable to reasonably agree on such
proposed terms in writing within sixty (60) days after TFM’s receipt of the same from Burris (the “Burris Negotiation Period”), Burris may terminate this Agreement by written notice to TFM within seven (7) days after the end
of the Burris Negotiation Period, which termination shall be effective on the one hundred twentieth (120th) day after the date of such written notice. Burris’ failure to provide TFM with such termination notice as provided herein shall
result in a continuance of this Agreement without the proposed amended terms, time being of the essence. 

  

	 	c.	Payment And Removal After Termination. Notwithstanding the foregoing, if this Agreement is terminated for any reason: 


 

	 	i.	TFM shall be liable for and promptly pay all undisputed amounts then owing to Burris and shall take delivery of and promptly pay the Inbound Product Case Cost for all
TFM Products reasonably ordered and then held in inventory by Burris in accordance with this Agreement (including without limitation the Specifications set forth in Exhibit A); and 


 

	 	ii.	Burris shall immediately remove and discontinue use of the TFM Marks in any manner whatsoever and promptly pay all undisputed amounts then owing to TFM.


  

	15.	 Governing Law. The parties shall attempt in good faith to promptly and amicably resolve any disputes arising out of, or in any way
connected with, this Agreement. If such dispute cannot be resolved within a reasonable time through such good faith negotiations between executives of the 



 
  

Portions marked [***] have been omitted pursuant to a Confidential Treatment Request by The Fresh Market, Inc., this information has been filed separately
with the Securities and Exchange Commission. 
  

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parties (and if appropriate, with their respective counsel), then such dispute shall be settled under the rules of the American Arbitration Association by a single arbitrator. Any award resulting
from arbitration shall be final and binding upon the parties, and the prevailing party shall be entitled to an award of its reasonable costs and attorneys’ fees from the non-prevailing party. Notwithstanding the foregoing, the parties may seek
equitable relief (without the benefit of arbitration) when immediate relief is required given the nature of the dispute. The laws of the State of North Carolina shall govern this Agreement and all disputes shall be adjudicated in North Carolina.


  

	16.	Independent Contractors. The parties acknowledge that Burris is an independent contractor, not an employee of TFM, and TFM
shall not be responsible for any salary, benefits, or other employee-related expenses including, without limitation, holidays, sick days, personal days, health insurance, worker’s compensation, etc. with regard to Burris’ employees.
Nothing contained herein or inferable herefrom shall be deemed or construed to create any partnership, joint venture, or other business entity between TFM and Burris. 


 

	17.	No Solicitation/No Hire. During the term of this Agreement, and for one (1) year thereafter, both parties agree not to knowingly solicit or to
offer employment to any employee of the other party without having obtained the other party’s prior written consent; provided, however, that nothing herein shall restrict or preclude either party’s right to make generalized searches for
employees by use of advertisements in the media or by engaging search firms which are not targeted or focused on employees of the other party. This Section shall not be deemed to prohibit either party’s hiring of any employee of the other party
who initially contacts the hiring party without any action by the hiring party or anyone acting on the hiring party’s behalf. 

  

	18.	Assignment. The rights, privileges, and obligations under this Agreement are not assignable by Burris without TFM’s prior written consent,
which consent may be granted or withheld in TFM’s sole discretion. TFM may terminate this Agreement by written notice to Burris if (i) Burris sells substantially all of its assets; (ii) the persons or entities that, on the date of
this Agreement, own all of the voting capital stock of Burris cease to own more than fifty percent (50%) of such stock; (iii) Burris participates in a merger, reorganization, consolidation, share exchange or any other business transaction
in which, following the merger, less than fifty percent (50%) of the shares of the surviving entity are owned by persons or entities who own a controlling interest in Burris as of the date of this Agreement; (iv) Burris commences the
liquidation, dissolution, or winding-up of its affairs; and/or (v) Burns discontinues its operations. As used herein, TFM may assign its rights, privileges, and obligations under this Agreement without the prior consent of Burris, and such
rights, privileges, and obligations shall extend to, bind, and inure to the benefit of TFM’s successors and assigns. 

  

	19.	Notices. Unless otherwise provided in this Agreement, all notices shall be in writing and delivered overnight courier services to the address for
each party fisted below, which address may be changed by said party, from time to time, upon written notice to the other party: 

  

			
	 If to TFM:
 The Fresh Market,
Inc.
 Attn: Marius Anderson and
 Harold
Lloyd
 628 Green Valley Road, Suite 500

Greensboro, NC 27408
	  	 If to Burris:
 Burris Logistics

 Attn: Robert D. Burris and
 Donnan R.
Burris
 501 S.E.
5th Street

Milford, DE 19963

	 Tel: (336) 272-1338
 Fax: (336)
272-1664
	  	 Tel: (302) 839-5120
 Fax: (302)
839-5175


  

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	 E-mail: mariusandersen@thefreshmarket.com
	  	 E-mail: dburris@burrislogistics.com

              bburris@burrislogistics.com



 

	20.	Exhibits; Entire Agreement; Amendments. All exhibits attached hereto are incorporated herein by reference and the provisions thereof constitute a
part of this Agreement. The terms herein constitute the entire agreement between the parties and supersede all other oral and written representations related thereto. Each party has had the benefit of legal counsel during the negotiations that have
resulted in this Agreement. As a consequence of such parity in bargaining power and position, this Agreement shall enjoy a neutral construction and shall not be strictly construed against either party as the scrivener hereof or pursuant to any other
legal theory of contract construction. This Agreement may not be modified or amended, unless in writing signed by both parties. 

  

	21.	Severability. If any part of this Agreement is determined to be invalid or illegal by any court or agency of competent jurisdiction, then that part
shall be limited or curtailed to the extent necessary to make such provision valid, and all other remaining terms of this Agreement shall remain in full force and effect. 


 

	22.	Counterparts/Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original
but all of which shall constitute one and the same Agreement. The parties agree that the effectiveness of any facsimile documents and signatures shall, subject to applicable law, be the same as manually-signed originals. Either party may require
that any facsimile documents and signatures provided hereunder be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or
signature. 

  

	23.	Miscellaneous. Whether or not expressly so stated in each of the provisions above, Burris shall perform all of its obligations hereunder at
Burris’ sole cost and expense, and TFM’s payment obligations shall only be those expressly set forth in Sections 3 and 6 above. TFM shall use reasonable efforts to provide Burris forecasts of expected spikes in Product volume for purposes
of Burris’ transportation planning. This is not an exclusive dealing or requirements contract. TFM is not required to order from Burris any minimum number of cases of Product per Contract Year or otherwise. Notwithstanding the foregoing, and to
the extent TFM orders Products listed in Exhibit A (as such Exhibit A may be modified from time to time in accordance with Section 2(d)), TFM will use good faith efforts to order such kinds of Products from Burris and to use Burris as a primary
supplier for such kinds of Products. 

  

	24.	Definitions. Defined terms (beginning with capital letters) used herein and not otherwise defined in the body of this Agreement, shall have the
meanings given to them in Exhibit C. 

  

 10 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized officers or representatives as of the date first above written. 
  

									
	THE FRESH MARKET, INC.,	 		 	BURRIS LOGISTICS,
	a North Carolina Corporation	 		 	a Delaware Corporation
					
	By:	 	/s/ Brett M. Berry	 		 	By:	 	/s/ Robert D. Burris
	Name:	 	Brett M. Berry	 		 	Name:	 	Robert D. Burris
	Title:	 	President & CEO	 		 	Title:	 	President, CEO
					
		 		 		 	By:	 	/s/ Donnan Burris
		 		 		 	Name:	 	Donnan Burris
		 		 		 	Title:	 	President, Burris Refrigerated Logistics
					
		 		 		 	By:	 	/s/ Mark A. Tarzwell
		 		 		 	Name:	 	Mark A. Tarzwell
		 		 		 	Title:	 	President, Burris Retail Logistics

  

 11 








 Exhibit A 

Specifications 
  

	1.	Product Damages. Products shall be free of any visible damages due to production faults, mishandling, or temperature abuse and shall not otherwise
be adulterated or misbranded. Without limiting TFM’s other rights and remedies under this Agreement, TFM shall not be required to accept delivery of Products which (a) are damaged, (b) were subjected to temperature abuse,
(c) were adulterated or misbranded, or (d) are not Active Products. 

  

	2.	Product Temperature. 

  

	 	a.	The temperature of all deli meat, meat items, seafood, chicken, fresh mozzarella cheese, eggs, dairy, cheese and convenient meal solution items must be maintained
between 40 degrees and 32.5 degrees Fahrenheit. 

  

	 	b.	The temperature of all ice cream items must be maintained at -15 degrees Fahrenheit or lower. 


 

	 	c.	The temperature of all other Products must be maintained according to the applicable supplier’s or vendor’s recommendations. 


 

	3.	Product Dating. All Product delivered to TFM Stores shall be within the dating guidelines listed below. Any [***] delivered to TFM’s Stores
shall have a minimum of [***] and a maximum of [***]. If no dating guidelines are set forth below for a Product, Burris shall obtain written guidelines for such Product from TFM. 


 

					
	Deli	  	Minimum Shelf
Life Days at
Receipt into Burris	  	Minimum Shelf
Life Days at Time
of Delivery to
TFM Stores
			
	 [***]
	  		  	
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	Seafood	  	 	  	 
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]

  

 
 Portions marked [***] have been omitted
pursuant to a Confidential Treatment Request by The Fresh Market, Inc., this information has been filed separately with the Securities and Exchange Commission. 
  

 12 









					
	CMS	  	Minimum Shelf
Life Days at
Receipt into Burris	  	Minimum Shelf
Life Days at Time
of Delivery to
TFM Stores
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  		  	
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	Dairy	  	 	  	 
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	Coffee	  		  	
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]

  

 
 Portions marked [***] have been omitted
pursuant to a Confidential Treatment Request by The Fresh Market, Inc., this information has been filed separately with the Securities and Exchange Commission. 
  

 13 









					
	Meat	  	Minimum Shelf
Life Days at
Receipt into Burris	  	Minimum Shelf
Life Days at Time
of Delivery to
TFM Stores
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	Bakery	  	 	  	 
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]
			
	 [***]
	  	[***]	  	[***]

  

	4.	Miscellaneous. If no specifications exist for a Product, Burris shall obtain written guidelines for such Product from TFM.


  

	5.	Modification of Exhibit. This Exhibit A shall be deemed modified from time to time to include new Product lines and accompanying Specifications as
directed by TFM in writing and/or to discontinue Product lines and accompanying Specifications as directed by TFM in writing. 

  

 
 Portions marked [***] have been omitted
pursuant to a Confidential Treatment Request by The Fresh Market, Inc., this information has been filed separately with the Securities and Exchange Commission. 
  

 14 








 Exhibit B 

Estimated Product Case Markup Table 
  

	1.	Product Pricing. For purposes of this Agreement, the following volume/case upcharge amounts shall be used in calculating the case upcharge amounts charged to
TFM. 

  

			
	Volume (Measured in Semi-Annual Periods)	  	Case Upcharge
	[***]  	  	[***]
	[***]  	  	[***]
	[***]  	  	[***]
	[***]  	  	[***]
	[***]  	  	[***]
	[***]  	  	[***]
	[***]  	  	[***]
	[***]  	  	[***]
	[***]  	  	[***]
	[***]  	  	[***]
	[***]  	  	[***]
	[***]  	  	[***]
	[***]  	  	[***]
	[***]  	  	[***]
	[***]  	  	[***]
	[***]  	  	[***]
	[***]  	  	[***]
	[***]  	  	TBD


 

																
	 Contract Year
	    	1	 	 	2	 	 	3	 	 	4	 	 	5	 
	 (Annual) Estimated
	    			 			 			 			 		
	 Product Case Volume
	    	[	***] 	 	[	***] 	 	[	***] 	 	[	***] 	 	[	***] 
		    			 			 			 			 		
	 Baseline Minimum Profit
	    	[	***] 	 	[	***] 	 	[	***] 	 	[	***] 	 	[	***] 

 Examples of
“Adjustment Amount” Calculations: 
 Section (b) (i) examples: 

Example 1: 
 [***]. 

Example 2: 
  

 
 Portions marked [***] have been omitted
pursuant to a Confidential Treatment Request by The Fresh Market, Inc., this information has been filed separately with the Securities and Exchange Commission. 
  

 15 








 [***]. 

Example 3: 
 [***]. 

Section (b) (i) & (ii) examples: 

Example 1: 
 [***] 

 
  

Portions marked [***] have been omitted pursuant to a Confidential Treatment Request by The Fresh Market, Inc., this information has been filed separately
with the Securities and Exchange Commission. 
  

 16 








 Exhibit C 

Definitions 

“Active Product(s)” means Products listed on TFM’s then current month’s order guide. 

“Actual Case Volume” means number of cases shipped from the Facility to TFM stores excluding Cross Dock Product for the applicable
period. 
 “Actual Operating Costs” means the cost required for transportation, warehouse operations, Product buying, and
applicable administration specific to TFM. 
 “Actual Ordered Case Volume” means the number of cases ordered by TFM from
Burris. 
 “Actual Product Case Cost” means the sum of the Inbound Product Case Cost and the applicable Case Upcharge
(calculated using the Actual Case Volume). 
 “Adjustment Amount” means the applicable amount as calculated below: 

[***] 
 Examples of Adjustment Amount
calculations are shown in Exhibit B. 
 “Baseline Minimum Profit” means the amount shown as such in Exhibit B for the
applicable Contract Year (prorated for Partial Contract Years). 
 “Below Threshold Fee” means [***]. 

“Brokerage Monies” means funds provided by the suppliers or vendor that would otherwise be paid to third-party brokers. 

“Burris’ Actual Profit” means [***]. 
  

 
 Portions marked [***] have been omitted
pursuant to a Confidential Treatment Request by The Fresh Market, Inc., this information has been filed separately with the Securities and Exchange Commission. 
  

 17 








 “Case Upcharge” means the applicable amount shown in Exhibit B plus the Fuel Cost
Adjustment. [***]. 
 “Competitive” means that Burris will use its best efforts to help TFM achieve the best possible Inbound
Product Case Cost by purchasing all Products in the best brackets based on an economic order quantity method to be defined by TFM. Burris also agrees to actively seek and make any forward buys that will reduce TFM’s Inbound Product Case Cost.
Burris will use its best efforts to determine Product cost competitiveness and reduce Inbound Product Case Cost whenever possible. Burris will utilize all third party product resources (diverters) when deemed by TFM to be cost effective and
appropriate. Burris agrees to purchase all Products as directed by TFM. 
 “Confidential Information” means any information
provided by one party (the “disclosing party”) to the other (the “non-disclosing party”) during the term of this Agreement and designated as confidential by such disclosing party, including, without limitation, any and all
information regarding a party’s business methods, vendor lists, marketing strategy, customers, data, technical information so provided; provided, however, Confidential Information shall not include information or documentation that (i) is
or becomes publicly available other than as a result of acts by either party in breach of the Agreement, (ii) is in the non-disclosing party’s possession prior to such disclosure or is independently derived by the non-disclosing party
without the aid, application or use of the Confidential Information, (iii) is disclosed to the non-disclosing party by a third party on a non-confidential basis, or (iv) the non-disclosing party is required by law to disclose in the
opinion of the non-disclosing party’s legal counsel. 
 “Contract Year” means each twelve (12) month period of
January 1 through December 31 during the term of this Agreement. Any period during the term hereof which is less than a full twelve (12) month period is referred to herein as a Partial Contract Year. 

“Cross Dock” means Product delivered to and distributed by Burris, but not owned, invoiced, or inventoried by Burris. 

“Delivery Route Mileage” means the number of miles traveled by Burris in delivering Products from the Facility to the TFM Stores on the
delivery route and returning to the Facility. 
 “Estimated Case Volume” means TFM’s estimate of the number of cases that
will be ordered by TFM and shipped from the Facility to TFM Stores (excluding Cross Dock Product) for the applicable period. 

“Estimated Product Case Cost” means the sum of the Estimated Inbound Product Case Cost and the applicable Case Upcharge (calculated
using the Estimated Case Volume). 
 “Facility” means the distribution facility owned or leased by Burris in Atlanta, Georgia
and includes trucking operations, and buying and administrative services necessary for the production, warehousing, and delivery of Products. 

“Fuel Cost Adjustment” means the applicable adjustment to Case Upcharge as calculated below: 

 

	 	(a)	[***]. 

  

 
 Portions marked [***] have been omitted
pursuant to a Confidential Treatment Request by The Fresh Market, Inc., this information has been filed separately with the Securities and Exchange Commission. 
  

 18 









	 	(b)	[***]. 

 “Grocery Items” means
supply items, non-food items, foodstuffs and drinks including, without limitation, any or all of the following: (i) dairy products (including without limitation milk, yogurt, ice cream, cheese and/or any other items commonly found in a grocery
store and/or supermarket dairy section), (ii) produce (including without limitation vegetables, fruits and/or any other items commonly found in a grocery store and/or supermarket produce section), (iii) coffee (including without limitation
whole bean, ground and by the cup), tea and candies (including without limitation packaged, bulk, and full service chocolates, confections, and other items commonly found in a grocery store and/or supermarket candy section), (iv) nuts, snack
mixes, and other bulk food items, (v) bakery products (including without limitation fresh breads, desserts and/or any other items commonly found in a grocery store and/or supermarket bakery section), (vi) meat (including without limitation
beef, pork and poultry), (vii) seafood (including without limitation fish, shellfish, and crustaceans), (viii) liquor, beer, wine and/or other alcoholic beverages, (ix) sandwich, deli and convenient meal solution items (including
without limitation sushi, deli meats, and deli cheeses), and (x) vitamins, herbs and supplements. 
 “Holiday Periods”
means all or any portion of the period from 12:00 A.M. on November 10 through 11:59 P.M. on January 5 of any year. 

“Inbound Product Case Costs” means cost of Product FOB to Burris’s dock at the Facility (using a FIFO inventory valuation method),
[***], minus all credits, including, without limitation, Regular Retail Allowances and Promotional Monies and Brokerage Monies. 

“Miscellaneous Costs” means the inventory carrying costs, the Facility improvements/hardware costs and startup costs for each Contract
Year (or Partial Contract Year). 
 “Missed Delivery” means Burris fails to make a delivery to a TFM Store within [***] of the
time and day scheduled. 
 “On-Time Delivery” means [***] from the scheduled delivery time that Burris is required to make its
first delivery stop to a given TFM store on a given delivery day. 
 “Obligations” means the following obligations of Burris:

  

	 	i.	Throughout the term, except during Holiday Periods, provide minimum in-stock performance (adjusted only for discontinued items) of [***] for all TFM Stores and all
store categories in aggregate total for quantity and dollars, and additionally, after the first (1st) Contract Year, provide minimum in-stock performance (adjusted only for discontinued items) of [***] in all TFM Stores for quantity and
dollars; 

  

	 	ii.	Throughout the term, during Holiday Periods, provide minimum in-stock performance (adjusted only for discontinued items) of [***] for all TFM Stores and all store
categories in aggregate total for quantity and dollars, and additionally, after the first (1st) Contract Year, provide minimum in-stock performance (adjusted only for discontinued items) of [***] in all TFM Stores for quantity and dollars;


  

	 	iii.	Provide weekly minimum On-Time Delivery performance level at [***] with expeditious, best effort delivery to all subsequent stores, time being of the essence;


  
  

Portions marked [***] have been omitted pursuant to a Confidential Treatment Request by The Fresh Market, Inc., this information has been filed separately
with the Securities and Exchange Commission. 
  

 19 









	 	iv.	Fully comply with Specifications; 

  

	 	v.	Use best efforts to provide TFM with the lowest cost Product sourcing as defined by effective buying, transportation cost management, and inbound freight management;


  

	 	vi.	Full comply with all applicable federal, state, and local laws; 

  

	 	vii.	Adhere to and the practice of ethical business principles, including but not limited to, true representation of actual costs, whether or operational, that would affect
TFM’s Product costs; 

  

	 	viii.	Burris shall at all times be Competitive; and 

  

	 	ix.	Strictly comply with all other provisions of this Agreement. 


“Order and Delivery Schedule” means that schedule detailing the ordering of Products by TFM from Burris and the delivery of such
Products to TFM by Burris. 
 “Other Facility Businesses” means any business (other than TFM) that utilizes the Facility.

 “Other Income” means the sum of Transportation Backhaul and Unloading Fees and Purchasing Income. 

“Products” means Grocery Items and any other perishable, nonperishable and frozen food items. 

“Promotional Monies” means funds provided by suppliers or vendors to reduce Inbound Product Case Cost for the purposes of providing
additional profit dollars for the retailer or to provide funds for temporary price cuts from the retailer. 
 “Purchasing Income”
means [***]. 
 “Reconciliation Date(s)” means the last day of TFM’s fiscal accounting Period 6
and the last day of TFM’s fiscal accounting Period 12 as shown on TFM’s reporting calendar for each Contract Year during the term of this Agreement. On or before
December 15th of each Contract Year, TFM shall
provide Burris an updated annual reporting calendar showing the fiscal periods for the following Contract Year. 
 “Reconciliation
Statement” means a statement detailing any accruals and reconciliations between the Actual Product Case Costs and the Estimated Product Case Costs. 

“Regular Retail Allowances” means allowances and discounts provided to TFM from suppliers or vendors or allowances and discounts
normally provided retailers. 
 “Semi-Annual Period” means each six (6) month period of January 1 through
June 30 and each six (6) month period of July 1 through December 31 during the term of this Agreement. Any period during the term hereof which is less than a full six (6) month period is referred to herein as a Partial
Semi-Annual Period. 
 “Slotting Fees” means [***]. 

“Specialty Food Product(s)” means products that provide an added value appeal for one or more of the following reasons: 

 

	 	i.	Quality of ingredients, manufacturing process, and/or finished product; 

  

	 	ii.	Sensory appeal, flavor, consistency, texture, aroma, and/or appearance; 


 
  

Portions marked [***] have been omitted pursuant to a Confidential Treatment Request by The Fresh Market, Inc., this information has been filed separately
with the Securities and Exchange Commission. 
  

 20 









	 	iii.	Presentation (branding or packaging); 

  

	 	iv	Origin channel (where product was manufactured); and/or 

  

	 	v.	Distribution (specialty food retail outlets or sections within supermarkets/grocery stores). 


“Specifications” means the specifications set forth in Exhibit A. 

“Threshold Volume” means an [***]. 

“Transportation Backhaul” means revenue generated from transporting product on trucks after making deliveries to TFM stores. Generally,
Transportation Backhaul is provided for inbound Product to the warehouse from suppliers’ or vendors’ shipping points. 
 “TFM
Marks” means any registered trademarks, trade names, service marks or logos, or any other intellectual property rights of TFM. 

“TFM Profit” means the applicable Profit Amount {shown in the table below) as determined by the (annual) Actual Case Volume: 

 

											
	Case Volume	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	Profit Amount	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]


“TFM Store(s)” means all current and future TFM stores unless otherwise specified or designated by TFM in writing. 

“Unloading Fees” means [***]. 
  

 
 Portions marked [***] have been omitted
pursuant to a Confidential Treatment Request by The Fresh Market, Inc., this information has been filed separately with the Securities and Exchange Commission. 
  

 21 








 Exhibit D 

TFM Stores 
  

																							
	1	 	3708 Lawndale Drive	 	19	 	7825 Pineville/Matthews Rd	 	33	 	995 North Slate Rd 434, #400	 	46	 	13499 S. Cleveland Avenue	 	65	 	5525 Abercorn Street	 	82	 	4120 NW 18th Boulevard
	 	 	Greensboro, NC 27455	 	 	 	Charlotte, NC 28226	 	 	 	Altamonte Springs, FL 32714	 	 	 	Ft. Myers, FL 33907	 	 	 	Savannah, GA 31405	 	 	 	Gainesville, FL 32605
	 	 	Mike Willett, Manager	 	 	 	Marc Sussman, Manager	 	 	 	Thierry Vancompa, Manager	 	 	 	Michelle Malloux, Manager	 	 	 	Jim Riegel, Manager	 	 	 	Debbie Smart, Manager
	 	 	336.282.4832 (F) 336.282.8176	 	 	 	704.541.1882 (F) 704.541.0824	 	 	 	407.786.1801 (F) 407.786.1807	 	 	 	239.454.1053 (F) 239.454.4529	 	 	 	912.354.6075 (F) 912.354.3686	 	 	 	352.376.1024 (F) 352.376.1733
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	944 Marrimon Avenue	 	20	 	6861 Falls of Nause Road	 	34	 	3005 Old Alabama Road	 	47	 	1390-4 Village Square Blvd.	 	66	 	27251 Bay Landing Drive	 	83	 	4800 Whitesburg Drive
	 	 	Asheville, NC 28804	 	 	 	Raleigh, NC 27615	 	 	 	Aloharetta, GA 30022	 	 	 	Tallahassee, FL 32312	 	 	 	Bonila Springs, FL 34135	 	 	 	Huntsville, AL 35802
	 	 	Mark White, Manager	 	 	 	Jim Rackley, Manager	 	 	 	Jerome Johnson, Manager	 	 	 	Jean Bates, Manager	 	 	 	Tony Owen, Manager	 	 	 	Russell Friend, Manager
	 	 	828.252.9098 (F) 828.251.0947	 	 	 	919.676.2939 (F) 919.676.2901	 	 	 	770.664.5350 (F) 770.664.9141	 	 	 	850.907.1392 (F) 850.907.1395	 	 	 	239.390.5948 (F) 239.390.7162	 	 	 	256.880.9042 (F) 256.880.9117
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5	 	223 Greenville Highway	 	21	 	11535 Kingston Pike	 	35	 	10460 Shelbyville Road	 	48	 	890 William Hilton Parkway #110	 	67	 	2207 Colonial Avenue, SW	 	 	 	 
	 	 	Hendersonville, NC 28792	 	 	 	Farragut, TN 37934	 	 	 	Louisville, KY 40223	 	 	 	Hilton Head Island, SC 29928	 	 	 	Roanoke, VA 24015	 	 	 	 
	 	 	John Prescott, Manager	 	 	 	John Dudek, Manager	 	 	 	Steven Smith, Manager	 	 	 	Ellen Stewart, Manager	 	 	 	Kathleen Fitzgerald, Manager	 	 	 	 
	 	 	828.698.4682 (F) 828.698.3322	 	 	 	865.671.3377 (F) 865.671.3379	 	 	 	502.244.1844 (F) 502.244.1810	 	 	 	843.842.8332 (F) 843.842.8326	 	 	 	540.344.5490 (F) 540.344.5491	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6	 	2435 E North Street, Ext.	 	22	 	2288 Gunbarrel Road #20	 	36	 	13147 N. Dale Mabry	 	49	 	4700 US Highway 280, #6	 	68	 	1500 Peachtree Industrial Blvd.	 	 	 	 
	 	 	Greenville, SC 29615	 	 	 	Chattanooga, TN 37421	 	 	 	Tampa, FL 33618	 	 	 	Birmingham, AL 35242	 	 	 	Suwanee, GA 30024	 	 	 	 
	 	 	Richard Segee, Manager	 	 	 	Chad Simmons, Manager	 	 	 	Robert Burkart, Manager	 	 	 	Rochelle Moore, Manager	 	 	 	Vickie Welch, Manager	 	 	 	 
	 	 	864.292.2868 (F) 864.244.9369	 	 	 	423.499.4223 (F) 423.855.9971	 	 	 	813.964.8001 (F) 813.964.8011	 	 	 	205.991.0294 (F) 205.980.0578	 	 	 	678.714.0976 (F) 678.714.5263	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7	 	4840 Forest Drive	 	23	 	1303 Jamestown Road #113	 	37	 	2200 N. Flamingo Road #14A	 	55	 	2640 S. Bayshore Drive	 	69	 	20125 Van Aken Boulevard	 	 	 	 
	 	 	Columbia, SC 29206	 	 	 	Williamsburg, VA 23185	 	 	 	Pembroke Pines, FL 33028	 	 	 	Miami, FL 33133	 	 	 	Shaker Heights, OH 44122	 	 	 	 
	 	 	Bill Sutara, Manager	 	 	 	Rick Fariss, Manager	 	 	 	Vincent Dent, Manager	 	 	 	Ovidio Cuervo, Manager	 	 	 	Travis Heaton, Manager	 	 	 	 
	 	 	803.782.9100 (F) 803.782.9501	 	 	 	757.565.1661 (F) 757.565.1843	 	 	 	954.436.7064 (F) 954.436.2340	 	 	 	305.854.7202 (F) 305.854.7386	 	 	 	216.283.5774 (F) 216.283.5779	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	To open 1/24/07	 	 	 	 
	8	 	3655 SW Cary Parkway	 	25	 	880 A1A North	 	38	 	5000 Dr. Phillips Boulevard	 	56	 	2490 East 146th Street	 	 	 	 	 	 	 	 
	 	 	Cary, NC 27513	 	 	 	Ponte Vedra Beach, FL 32082	 	 	 	Orlando, FL 32819	 	 	 	Carmel, IN 46033	 	70	 	1527 North Parham Road	 	 	 	 
	 	 	Nancy Pekich, Manager	 	 	 	Richie Ganther, Manager	 	 	 	Scott Penton, Manager	 	 	 	Tim Gerber, Manager	 	 	 	Richmond, VA 23229	 	 	 	 
	 	 	919.481.2865 (F) 919.469.9401	 	 	 	904.273.8450 (F) 904.273.8696	 	 	 	407.294.1516 (F) 407.294.1306	 	 	 	317.815.1970 (F) 317.815.1977	 	 	 	John Tisdale, Manager	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	804.282.3823 (F) 804.282.4187	 	 	 	 
	9	 	5609-C Friendly Avenue	 	26	 	10950 San Jose Boulevard	 	39	 	9375 Poplar Ave.	 	58	 	235 Franklin Road	 	 	 	 	 	 	 	 
	 	 	Greensboro, NC 27410	 	 	 	Jacksonville, FL 32223	 	 	 	Germantown, TN 38138	 	 	 	Brentwood, TN 37027	 	71	 	3722 Henderson Boulevard	 	 	 	 
	 	 	John Allen, Manager	 	 	 	Ken Adair, Manager	 	 	 	Jimmy Ferguson, Manager	 	 	 	Lois Goodman, Manager	 	 	 	Tampa, FL 33609	 	 	 	 
	 	 	336.855.6114 (F) 336.855.3554	 	 	 	904.880.7889 (F) 904.880.8943	 	 	 	901.737.5759 (F) 901.756.2476	 	 	 	615.373.9402 (F) 615.373.9982	 	 	 	Steve Mitchell, Manager	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	813.875.7400 (F) 813.875.7408	 	 	 	 
	11	 	4475 Kingston Pike	 	27	 	4129 Tamiami Trail, N.	 	40	 	18299 Biscayne Boulevard	 	59	 	718 Commons Drive	 	 	 	 	 	 	 	 
	 	 	Knoxville, TN 37919	 	 	 	Naples, FL 34103	 	 	 	Aventura, FL 33160	 	 	 	Geneva, IL 60134	 	73	 	10640 Forest Hill Boulevard	 	 	 	 
	 	 	Dan Woodby, Manager	 	 	 	Jim Richardson, Manager	 	 	 	Peter Rooney, Manager	 	 	 	Bob Butkus, Manager	 	 	 	Wellington, FL 33414	 	 	 	 
	 	 	865.584.8699 (F) 865.588.3856	 	 	 	239.430.2444 (F) 239.430.2432	 	 	 	305.466.1786 (F) 305.466,1762	 	 	 	630.845.4095 (F) 630.845.4052	 	 	 	Matt Boyer, Manager	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	561.753.9861 (F) 561.798.8267	 	 	 	 
	12	 	280 S. Stratford Road	 	28	 	100 W. Camino Real	 	41	 	835 S. White Station Road	 	60	 	1920 Henderson Road	 	 	 	 	 	 	 	 
	 	 	Winston-Salem, NC 27103	 	 	 	Boca Raton, FL 33432	 	 	 	Memphis, TN 38117	 	 	 	Columbus, OH 43220	 	75	 	7888 Montgomery Road	 	 	 	 
	 	 	Rich Salvards, Manager	 	 	 	Steve Dimaggio, Manager	 	 	 	John Cartwright, Manager	 	 	 	Michael Hammer, Manager	 	 	 	Cincinnati, OH 45236	 	 	 	 
	 	 	336.723.1882 (F) 336.748.8608	 	 	 	561.338.2444 (F) 561.338.9806	 	 	 	901.682.3434 (F) 901.767.8119	 	 	 	614.326.1370 (F) 614.326.1381	 	 	 	To open 2/13/07	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13	 	400 Woodburn Road	 	29	 	155 Beverly Lane	 	42	 	3940 Airport Boulevard	 	61	 	2099 Peachtree Road, NE	 	76	 	4495 Commerce Drive, West	 	 	 	 
	 	 	Raleigh, NC 27605	 	 	 	Southern Pines, NC 28387	 	 	 	Mobile, AL 36608	 	 	 	Atlanta, GA 30309	 	 	 	Destin, FL 32541	 	 	 	 
	 	 	Rob Latimer, Manager	 	 	 	Eric Everhart, Manager	 	 	 	Donald Lyndall, Manager	 	 	 	Rob Bunch, Manager	 	 	 	Susan Murphy, Manager	 	 	 	 
	 	 	919.828.7888 (F) 919.864.8255	 	 	 	910.695.0587 (F) 910.695.0425	 	 	 	251.344.8026 (F) 251.344.8614	 	 	 	404.350.3211 (F) 404.350.3037	 	 	 	To open 2/21/07	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14	 	141 Fernwood Drive	 	30	 	25961 U.S. Highway 19	 	43	 	5511 Chamblee-Dunwoody Rd.	 	62	 	1816 N. Causeway Boulevard	 	78	 	2026 Rochester Road	 	 	 	 
	 	 	Spartanburg, SC 29307	 	 	 	Clearwater, FL 33763	 	 	 	Dunwoody, GA 30338	 	 	 	Mandeville, LA 70471	 	 	 	Rochester Hills, MI 48306	 	 	 	 
	 	 	Wendy Martin, Manager	 	 	 	Danny Sanchez, Manager	 	 	 	Carl Clark, Manager	 	 	 	Skip Oakes, Manager	 	 	 	Shawn McCracken, Manager	 	 	 	 
	 	 	864.573.6627 (F) 864.585.3247	 	 	 	727.669.6111 (F) 727.669.7127	 	 	 	770.481.0304 (F) 770.481.0812	 	 	 	985.674.4105 (F) 985.674.4143	 	 	 	248.293.2810 (F) 248.293.2814	 	 	 	 Pursuant to Section
2
 of this Agreement, this

Exhibit A shall be
 deemed modified,
from
 time to time, to include

future TFM Stores
 and/or delete
closed
 TFM Stores.

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15	 	2701 Washington Road	 	31	 	4633 University Drive	 	44	 	1205 Johnson Ferry Road #109	 	63	 	20771 N. Rand Road	 	79	 	3088 Madison Road	 	 	 
	 	 	Augusta, GA 30909	 	 	 	Coral Springs, FL 33067	 	 	 	Marietta, GA 30068	 	 	 	Kideer, IL 80047	 	 	 	Cincinnati, OH 45209	 	 	 
	 	 	Christine Brannen, Manager	 	 	 	Rod Loudermilk, Manager	 	 	 	Barry Collins, Manager	 	 	 	Megan Anderson, Manager	 	 	 	Kevin Gravelle, Manager	 	 	 
	 	 	706.667.0090 (F) 706.667.0014	 	 	 	954.757.3640 (F) 954.757.7893	 	 	 	770.578.4566 (F) 770.578.6763	 	 	 	847.719.1305 (F) 847.719.1308	 	 	 	513.533.2600 (F) 513.533.0406	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17	 	4223 Providence Road	 	32	 	744 Hiltop North Shopping Ctr.	 	45	 	2759 Eastern Boulevard	 	64	 	6306 W. Jefferson Boulevard	 	81	 	3060 Center Valley Parkway	 	 	 
	 	 	Charlotte, NC 28211	 	 	 	Virginia Beach, VA 23451	 	 	 	Montgomery, AL 38117	 	 	 	Ft. Wayne, IN 46804	 	 	 	Center Valley, PA 18034	 	 	 
	 	 	Edward Dill, Manager	 	 	 	Gail Hackett, Manager	 	 	 	George Parker, Manager	 	 	 	Brad Knight, Manager	 	 	 	David Harris, Manager	 	 	 
	 	 	704.365.6659 (F) 704.365.6792	 	 	 	757.491.0904 (F) 757.491.4301	 	 	 	334.272.8952 (F) 334.272.4182	 	 	 	260.459.9691 (F) 260.459.9694	 	 	 	610.798.7474 (F) 610.798.9140	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	To open 1/17/07