0001104659-21-044374 Sample Contracts

THIRD AMENDMENT TO THE AMENDED AND RESTATED CONSULTING AGREEMENT
Consulting Agreement • March 31st, 2021 • Tuesday Morning Corp/De • Retail-variety stores

This Third Amendment to the Amended and Restated Consulting Agreement (this “Amendment”) by and between Tuesday Morning, Inc., a Texas corporation (the “Company”), and BEL Retail Advisors (“Consultant”) is entered into on and effective as of March 30, 2021. This Amendment amends, restates and supersedes only Sections II.B.ii. and II.B.iii. of the Amended and Restated Consulting Agreement by and between Consultant and the Company entered into and effective as of December 6, 2019, as amended (the “Consulting Agreement”). All other provisions of the Consulting Agreement will remain in full force and effect. Capitalized terms used in this Amendment but not otherwise defined shall have the meaning ascribed to such terms in the Consulting Agreement.

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RESTRICTED STOCK UNIT AWARD AGREEMENT (Time Based)
Restricted Stock Unit Award Agreement • March 31st, 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 Paul Metcalf (the “Participant”) effective as of March 30, 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.

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