TUESDAY MORNING CORPORATION 3,200,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 12th, 2005 • Tuesday Morning Corp/De • Retail-variety stores • New York
Madison Dearborn Capital Partners II, L.P. (the “Selling Stockholder”), a stockholder of Tuesday Morning Corporation, a Delaware corporation (the “Company”), proposes to sell to Wachovia Capital Markets, LLC (the “Underwriter”) an aggregate of 3,200,000 shares (the “Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). This is to confirm the agreement concerning the purchase of the Stock from the Selling Stockholder by the Underwriter.
