X0203 3 2010-11-04 0 0001489979 Fresh Market, Inc. TFM 0001494247 Berry Ray D C/O THE FRESH MARKET, INC. 628 GREEN VALLEY ROAD, SUITE 500 GREENSBORO NC 27408 1 0 1 0 Common Stock 14190843 I By the Paiko Trust Call Options (Obligations to Sell) 6.73 Common Stock 599888 D Call Options (Obligations to Sell) 6.73 Common Stock 1559707 D Reporting person is trustee and beneficiary. These options fully vest and become exercisable upon the earliest of (i) July 16, 2019, (ii) a sale of all or substantially all of company's assets or equity, (iii) the consummation of an initial public offering, and (iv) the date on which the option holder's employment with the company ends because of death or disability. The options also vest pro rata in the event of a partial sale of company by the company's current stockholders in proportion to the amount of common stock sold by the company's current stockholders. The terms of these options are expected to be amended such that, if the company's currently contemplated initial public offering is consummated, the option holder will be able to sell shares in such offering. These options expire upon cessation of the option holder's employment with the company for any reason other than because of death or disability. The terms of the options stipulate that they are forfeited if they are not exercised within 60 days following any vesting event. These options fully vest and become exercisable upon the earliest of (i) July 20, 2019, (ii) a sale of all or substantially all of company's assets or equity, (iii) the consummation of an initial public offering, and (iv) the date on which the option holder's employment with the company ends because of death or disability. The options also vest pro rata in the event of a partial sale of company by the company's current stockholders in proportion to the amount of common stock sold by the company's current stockholders. The terms of these options are expected to be amended such that, if the company's currently contemplated initial public offering is consummated, the option holder will be able to sell shares in such offering. Exhibit List Exhibit 24 - Power of Attorney /s/ Eric Hardin, attorney-in-fact 2010-11-04