0001104659-12-047149 Sample Contracts

AGREEMENT
Agreement • July 2nd, 2012 • Tuesday Morning Corp/De • Retail-variety stores • Delaware

This Agreement, dated as of June 29, 2012, is by and among Tuesday Morning Corporation, a Delaware corporation (the “Company”), Steven R. Becker, an individual resident of Texas (“Becker”), Matthew A. Drapkin, an individual resident of New York (“Drapkin”), BC Advisors, LLC, a Texas limited liability company, Becker Drapkin Management, L.P., a Texas limited partnership, Becker Drapkin Partners (QP), L.P., a Texas limited partnership, Becker Drapkin Partners, L.P., a Texas limited partnership and BD Partners V, L.P., a Texas limited partnership (collectively with Becker and Drapkin, the “Shareholder Group”).

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