W I T N E S S E T H: - - - - - - - - - -Tuesday Morning Corp/De • March 29th, 1999 • Retail-variety stores • New York
Exhibit 1.1 TUESDAY MORNING CORPORATION (a Delaware corporation) _____ Shares of Common Stock U.S. PURCHASE AGREEMENT ----------------------- Dated: _______, 1999 Table of ContentsPurchase Agreement • March 29th, 1999 • Tuesday Morning Corp/De • Retail-variety stores • New York
TUESDAY MORNING CORPORATION, as Borrower andCredit Agreement • November 7th, 2000 • Tuesday Morning Corp/De • Retail-variety stores • New York
AMENDMENT NO. 1 ---------------Tuesday Morning Corp/De • November 9th, 2001 • Retail-variety stores • New York
c) In connection with her employment hereunder, Executive is being granted by the Company on the date hereof, under its 1997 Long-Term Equity Incentive Plan, as amended (the "Plan") a stock option intended to be an incentive stock ---- option (the...Employment Agreement • November 7th, 2000 • Tuesday Morning Corp/De • Retail-variety stores • Texas
RECITALS: ---------Consent Agreement • November 9th, 2001 • Tuesday Morning Corp/De • Retail-variety stores
CREDIT AGREEMENTCredit Agreement • December 18th, 2008 • Tuesday Morning Corp/De • Retail-variety stores • New York
TUESDAY MORNING, INC., a Texas corporation, for itself and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers now or hereafter party hereto;
EXHIBIT 1.2 ______________________________________________________________________________ ______________________________________________________________________________ TUESDAY MORNING CORPORATION (a Delaware corporation) _____ Shares of Common Stock...International Purchase Agreement • March 29th, 1999 • Tuesday Morning Corp/De • Retail-variety stores • New York
6,000,000 Shares TUESDAY MORNING CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 22nd, 2003 • Tuesday Morning Corp/De • Retail-variety stores • New York
LEHMAN BROTHERS INC. CREDIT SUISSE FIRST BOSTON LLC BEAR, STEARNS & CO. INC. U.S. BANCORP PIPER JAFFRAY INC. WACHOVIA CAPITAL MARKETS LLC SG COWEN SECURITIES CORPORATION FIRST ALBANY CORPORATION
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 21st, 2018 • Tuesday Morning Corp/De • Retail-variety stores • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is entered into between Tuesday Morning Corporation, a Delaware corporation (the “Company”), and _______________ (the “Participant”) effective as of ________________ (the “Date of Grant”), pursuant to the Tuesday Morning Corporation 2014 Long-Term Incentive Plan, as amended (the “Plan”), the terms of which are incorporated by reference herein in their entirety.
REGISTRATION RIGHTS AGREEMENT by and among TUESDAY MORNING CORPORATION and THE HOLDERS PARTY HERETO Dated as of February 9, 2021Registration Rights Agreement • February 16th, 2021 • Tuesday Morning Corp/De • Retail-variety stores • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of February 9, 2021 by and among Tuesday Morning Corporation, a Delaware corporation (the “Company”) and the Holders party hereto pursuant to the Plan of Reorganization of the Company and certain of its subsidiaries (the “Plan”) under Chapter 11 of Title 11 of the United States Code approved by the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (the “Bankruptcy Court”). Capitalized terms used but not otherwise defined herein are defined in Section 1 hereof.
SECOND AMENDMENTCredit Agreement • January 31st, 2019 • Tuesday Morning Corp/De • Retail-variety stores • New York
CREDIT AGREEMENT dated as of August 18, 2015 (as amended by that certain Corrective Amendment dated October 17, 2015 and as further amended by the Second Amendment dated January 29, 2019) (this “Agreement”), among TUESDAY MORNING, INC., a Texas corporation (the “Borrower”), each of the Subsidiary Guarantors (as hereinafter defined), TUESDAY MORNING CORPORATION, a Delaware corporation (“Parent”), TMI HOLDINGS, INC., a Delaware corporation (“Intermediate Holdings”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and WELLS FARGO BANK, NATIONAL ASSOCIATION., as syndication agent (in such capacity, the “Syndication Agent”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • January 4th, 2021 • Tuesday Morning Corp/De • Retail-variety stores • Delaware
This Indemnification Agreement (the “Agreement”), dated as of _____________, 20__, is made by and between Tuesday Morning Corporation, a Delaware corporation (the "Corporation"), and __________ (the "Indemnitee").
NONQUALIFIED STOCK OPTION AWARD AGREEMENT (Time-Based Vesting) Tuesday Morning Corporation 2014 Long-Term Incentive PlanNonqualified Stock Option Award Agreement • September 27th, 2016 • Tuesday Morning Corp/De • Retail-variety stores • Delaware
This NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”) is entered into between Tuesday Morning Corporation, a Delaware corporation (the “Company”), and Steven R. Becker (the “Participant”). The Board of Directors of the Company has adopted, and the stockholders of the Company have approved, the Tuesday Morning Corporation 2014 Long-Term Incentive Plan, as amended (the “Plan”), the terms of which are incorporated by reference herein in their entirety. The Company has agreed to grant the Participant this option to purchase shares of common stock of the Company as an inducement for the Participant’s continued and effective performance of services for the Company. Any term used in this Agreement that is not specifically defined herein shall have the meaning specified in the Plan.
FORM OF RESTRICTED STOCK AWARD AGREEMENT Tuesday Morning Corporation 2004 Long- Term Equity Incentive PlanRestricted Stock Award Agreement • May 8th, 2014 • Tuesday Morning Corp/De • Retail-variety stores • Delaware
This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made by Tuesday Morning Corporation, a Delaware corporation (the “Company”), as of (the “Grant Date”), pursuant to the Tuesday Morning Corporation 2004 Long-Term Equity Incentive Plan, as amended (the “Plan”), the terms of which are incorporated by reference herein in their entirety.
transition agreementTransition Agreement • November 4th, 2022 • Tuesday Morning Corp/De • Retail-variety stores
This Transition Agreement (“Agreement”) is entered into by and between Tuesday Morning Corporation, a Delaware corporation (the “Company”), and Marc Katz (the “Executive”), effective as of the date it is executed by both Parties (the “Effective Date”). The Company and the Executive are referred to herein individually as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • September 17th, 2021 • Tuesday Morning Corp/De • Retail-variety stores • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into September 14, 2021 by and between Tuesday Morning Corporation, a Delaware corporation (the “Company”), and Paul Metcalf (the “Executive”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in Section 19.
RESTRICTED STOCK UNIT AWARD AGREEMENT (Performance Based)Restricted Stock Unit Award Agreement • September 13th, 2021 • Tuesday Morning Corp/De • Retail-variety stores • Delaware
This Restricted Stock UNIT Award Agreement (this “Agreement”) is entered into between Tuesday Morning Corporation, a Delaware corporation (the “Company”), and _______________ (the “Participant”) effective as of ___________, 2021 (the “Date of Grant”), pursuant to the Tuesday Morning Corporation 2014 Long-Term Incentive Plan, as amended (the “Plan”), the terms of which are incorporated by reference herein in their entirety. Capitalized terms not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 22nd, 2022 • Tuesday Morning Corp/De • Retail-variety stores • New York
This CREDIT AGREEMENT, dated as of May 9, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into among TUESDAY MORNING, INC., a Texas corporation (the “Borrower”), each of the Subsidiary Guarantors (as hereinafter defined), TUESDAY MORNING CORPORATION, a Delaware corporation (“Parent”), TMI HOLDINGS, INC., a Delaware corporation (“Intermediate Holdings”), the Lenders (as hereinafter defined) party hereto from time to time, WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent and collateral agent (in such capacities, together with any successor thereto in such capacities, the “Administrative Agent”) and 1903P LOAN AGENT, LLC, as documentation agent for the FILO B Facility (as hereinafter defined) (in such capacity, together with any successor thereto in such capacity, the “FILO B Documentation Agent”).
Re: Commitment LetterTuesday Morning Corp/De • May 28th, 2020 • Retail-variety stores • New York
This Senior Secured Super Priority Debtor-In-Possession Credit Agreement dated as of [____], 2020 (this “Agreement”), among TUESDAY MORNING, INC., a Texas corporation (the “Borrower”), each of the Subsidiary Guarantors (as hereinafter defined), TUESDAY MORNING CORPORATION, a Delaware corporation (“Parent”), TMI HOLDINGS, INC., a Delaware corporation (“Intermediate Holdings”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and WELLS FARGO BANK, N.A., as syndication agent (in such capacity, the “Syndication Agent”).
PERFORMANCE INCENTIVE STOCK OPTION AWARD AGREEMENT TUESDAY MORNING CORPORATION 2008 LONG-TERM EQUITY INCENTIVE PLANPerformance Incentive Stock Option Award Agreement • September 7th, 2012 • Tuesday Morning Corp/De • Retail-variety stores • Delaware
This PERFORMANCE INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”) is entered into between Tuesday Morning Corporation, a Delaware corporation (the “Company”), and (“Optionee”). The Board of Directors of the Company has adopted, and the stockholders of the Company have approved, the Tuesday Morning Corporation 2008 Long-Term Equity Incentive Plan (the “Plan”), the terms of which are incorporated by reference herein in their entirety. The Company and Optionee have entered into an Employment Agreement dated , 20 (the “Employment Agreement”), under which the Company has agreed to grant Optionee this option to purchase shares of common stock of the Company as an inducement for Optionee’s continued and effective performance of services for the Company. Any term used in this Agreement that is not specifically defined herein shall have the meaning specified in the Plan.
FORM OF NONQUALIFIED STOCK OPTION AWARD AGREEMENT FOR EMPLOYEES Tuesday Morning Corporation 2008 Long-Term Equity Incentive PlanNonqualified Stock Option Award Agreement for Employees • May 8th, 2014 • Tuesday Morning Corp/De • Retail-variety stores • Delaware
This NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”) is entered into between Tuesday Morning Corporation, a Delaware corporation (the “Company”), and (“Optionee”). The Board of Directors of the Company has adopted, and the stockholders of the Company have approved, the Tuesday Morning Corporation 2008 Long-Term Equity Incentive Plan, as amended (the “Plan”), the terms of which are incorporated by reference herein in their entirety. The Company has agreed to grant Optionee this option to purchase shares of common stock of the Company as an inducement for Optionee’s continued and effective performance of services for the Company. Any term used in this Agreement that is not specifically defined herein shall have the meaning specified in the Plan.
CREDIT AGREEMENT dated as of December 31, 2020, among TUESDAY MORNING CORPORATION, as Holdings, TUESDAY MORNING, INC., as Borrower, THE LENDERS PARTY HERETO,Credit Agreement • January 4th, 2021 • Tuesday Morning Corp/De • Retail-variety stores • New York
EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2015 • Tuesday Morning Corp/De • Retail-variety stores • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is executed on December 11, 2015 (the “Effective Date”) by and between Tuesday Morning Corporation, a Delaware corporation (the “Company”), and Steven R. Becker (the “Executive”). The Company and the Executive shall be referred to herein as the “Parties.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 3rd, 2008 • Tuesday Morning Corp/De • Retail-variety stores • Texas
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated September 29, 2008, amends and restates in its entirety the Employment Agreement entered into as of July 25, 2000, between Tuesday Morning Corporation, a Delaware corporation (the “Company”), and Kathleen Mason (“Executive”).
CONSULTING AGREEMENTConsulting Agreement • August 19th, 2016 • Tuesday Morning Corp/De • Retail-variety stores • Texas
This Consulting Agreement (“Agreement”) is entered into on and effective as of July 1, 2016 (“Effective Date”), by and between Tuesday Morning, Inc., a Texas corporation (the “Company”), and William Montalto, an individual (“Consultant”).
NONQUALIFIED STOCK OPTION AWARD AGREEMENT FOR EMPLOYEESNonqualified Stock Option Award Agreement for Employees • August 21st, 2018 • Tuesday Morning Corp/De • Retail-variety stores • Delaware
This NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”) is entered into between Tuesday Morning Corporation, a Delaware corporation (the “Company”), and ________________ (the “Participant”). The Board of Directors of the Company has adopted, and the stockholders of the Company have approved, the Tuesday Morning Corporation 2014 Long-Term Incentive Plan, as amended (the “Plan”), the terms of which are incorporated by reference herein in their entirety. The Company has agreed to grant the Participant this option to purchase shares of common stock of the Company as an inducement for the Participant’s continued and effective performance of services for the Company. Any term used in this Agreement that is not specifically defined herein shall have the meaning specified in the Plan.
CREDIT AGREEMENT Dated as of August 18, 2015, among TUESDAY MORNING CORPORATION, as Holdings, TUESDAY MORNING, INC., as Borrower, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION,...Credit Agreement • August 19th, 2015 • Tuesday Morning Corp/De • Retail-variety stores • New York
CREDIT AGREEMENT dated as of August 18, 2015 (this “Agreement”), among TUESDAY MORNING, INC., a Texas corporation (the “Borrower”), each of the Subsidiary Guarantors (as hereinafter defined), TUESDAY MORNING CORPORATION, a Delaware corporation (“Parent”), TMI HOLDINGS, INC., a Delaware corporation (“Intermediate Holdings”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and WELLS FARGO BANK, NATIONAL ASSOCIATION., as syndication agent (in such capacity, the “Syndication Agent”).
CREDIT AGREEMENT dated as of December 22, 2004, by and among TUESDAY MORNING, INC., as Borrower,Credit Agreement • February 24th, 2006 • Tuesday Morning Corp/De • Retail-variety stores • New York
CREDIT AGREEMENT, dated as of December 22, 2004, by and among TUESDAY MORNING, INC., a Texas corporation (the “Borrower”), TUESDAY MORNING CORPORATION, a Delaware corporation (the “Parent”), TMI HOLDINGS, INC., a Delaware corporation (“Holdings”), the lenders who are or may become a party to this Agreement (collectively, the “Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as the administrative agent for the Lenders (the “Administrative Agent”), WELLS FARGO BANK, N.A. and LASALLE BANK NATIONAL ASSOCIATION, as Co-Syndication Agents, U.S. BANK NATIONAL ASSOCIATION and SOVEREIGN BANK, as Co-Documentation Agents, WACHOVIA CAPITAL MARKETS, LLC as a Co-Lead Arranger and Sole Book Manager, and WELLS FARGO BANK, N.A. as a Co-Lead Arranger.
PERFORMANCE NONQUALIFIED STOCK OPTION AWARD AGREEMENT TUESDAY MORNING CORPORATION 2008 LONG-TERM EQUITY INCENTIVE PLANPerformance Nonqualified Stock Option Award Agreement • September 7th, 2012 • Tuesday Morning Corp/De • Retail-variety stores • Delaware
This PERFORMANCE NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”) is entered into between Tuesday Morning Corporation, a Delaware corporation (the “Company”), and (“Optionee”). The Board of Directors of the Company has adopted, and the stockholders of the Company have approved, the Tuesday Morning Corporation 2008 Long-Term Equity Incentive Plan (the “Plan”), the terms of which are incorporated by reference herein in their entirety. The Company and Optionee have entered into an Employment Agreement dated , 20 (the “Employment Agreement”), under which the Company has agreed to grant Optionee this option to purchase shares of common stock of the Company as an inducement for Optionee’s continued and effective performance of services for the Company. Any term used in this Agreement that is not specifically defined herein shall have the meaning specified in the Plan.
AMENDED AND RESTATED AGREEMENTAgreement • July 25th, 2019 • Tuesday Morning Corp/De • Retail-variety stores • Delaware
This Amended and Restated Agreement (this “Agreement”) is dated as of July 24, 2019 by and between Tuesday Morning Corporation, a Delaware corporation (the “Company”), Jeereddi II, LP (“Jeereddi II”), Purple Mountain Capital Partners LLC (“PMCP”) and the entities and natural persons set forth in the signature pages hereto (together with Jeereddi II and PMCP, the “Jeereddi/PMCP Group”) (each of the Company and the Jeereddi/PMCP Group, a “Party” to this Agreement, and collectively, the “Parties”).
FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR EMPLOYEES Tuesday Morning Corporation 2004 Long-Term Equity Incentive PlanRestricted Stock Award Agreement • December 19th, 2007 • Tuesday Morning Corp/De • Retail-variety stores • Texas
This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made by Tuesday Morning Corporation, a Delaware corporation (the “Company”), as of the day of (the “Grant Date”), pursuant to the Tuesday Morning Corporation 2004 Long-Term Equity Incentive Plan, as amended (the “Plan”), the terms of which are incorporated by reference herein in their entirety.
RECITALS: ---------Consent and Modification Agreement • November 9th, 2001 • Tuesday Morning Corp/De • Retail-variety stores
RESTRICTED STOCK AWARD AGREEMENT Tuesday Morning Corporation 2014 Long-Term Incentive PlanRestricted Stock Award Agreement • November 14th, 2014 • Tuesday Morning Corp/De • Retail-variety stores • Delaware
This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is entered into between Tuesday Morning Corporation, a Delaware corporation (the “Company”), and (the “Participant”) effective as of , 201 (the “Date of Grant”), pursuant to the Tuesday Morning Corporation 2014 Long-Term Incentive Plan, as amended (the “Plan”), the terms of which are incorporated by reference herein in their entirety.
CHURCHES SEPARATION AGREEMENT AND RELEASEChurches Separation Agreement and Release • March 7th, 2013 • Tuesday Morning Corp/De • Retail-variety stores • Texas
This Separation Agreement and Release (“Agreement”) is entered into this 3rd day of March 2013, between Tuesday Morning Corporation, a Delaware corporation (“the Company”), and Brady Churches (“Churches”). Capitalized terms used and not otherwise defined herein will have the meanings ascribed to such terms in the Employment Agreement, dated September 1, 2012 (“Employment Agreement”) by and between the Company and Churches.
