MANAGEMENT CONSULTING AGREEMENT
MANAGEMENT CONSULTING AGREEMENT, dated as of April 27, 2016 (this Agreement), by and among THE FRESH MARKET, INC., a Delaware corporation (the Company), POMEGRANATE HOLDINGS, INC., a Delaware corporation (Holdings), and TFM2, LLC, a Delaware limited liability company (TFM2).
WHEREAS, TFM2 has expertise in the areas of finance, strategy, investment, acquisitions and other matters relating to Holdings, its direct and indirect divisions and subsidiaries and, where applicable, controlled affiliates, including the Company (collectively, the Company Group) and their businesses;
WHEREAS, each of Holdings and the Company desires to avail itself of TFM2s expertise and consequently has requested that TFM2 make such expertise available from time to time in rendering certain management consulting and advisory services related to the business and affairs of the Company Group and the review and analysis of certain financial and other transactions; and
WHEREAS, each of TFM2, Holdings and the Company agrees that it is in its best interest to enter into this Agreement whereby, for the consideration specified herein, TFM2 shall provide the services identified herein as an independent contractor to the Company Group on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, and the mutual agreements and covenants set forth herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Retention of TFM2.
Holdings and the Company retain TFM2 to provide the services hereunder, and TFM2 accepts such retention, upon the terms and subject to the conditions set forth in this Agreement.
Section 2. Term.
(a) This Agreement shall commence on, and shall be effective from, the date hereof and, subject to the terms of Section 2(b) below, shall terminate simultaneously with the Apollo Management Consulting Agreement (as defined below) (the Term) or such earlier date as TFM2, Holdings and the Company may mutually agree in writing. The date on which the Term expires or on which TFM2, Holdings and the Company mutually agree in writing to terminate this Agreement shall be deemed the Termination Date. The obligations of the Company Group pursuant to Sections 2(b), 4 (solely to the extent of any Consulting Fee or portion thereof incurred, but not paid, prior to the termination of this Agreement), and 5 and the provisions of Section 6 through Section 14 shall survive the termination of this Agreement.
(b) TFM2s obligation to provide the services hereunder and the Companys obligations under Section 4 shall continue through and until the earlier of: (i) the Termination Date; and (ii) any merger, acquisition, disposition, recapitalization, divestiture, sale of assets, joint venture, issuance of securities (whether equity, equity-linked, debt or otherwise), financing or any similar transaction, in a single transaction or series of related transactions, the result of which is that New Holders (as defined below) become the beneficial owner, directly or indirectly, of more than 90% of the equity and/or voting securities, or all or substantially all of the assets, of