SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

TUESDAY MORNING CORPORATION

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

89904V 101

(CUSIP Number)

Osmium Partners, LLC

300 Drakes Landing Road, Suite 172

Greenbrae, CA 94904
Attention: John H. Lewis

Telephone: (415) 785-4044

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 9, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [  ].

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)

CUSIP No. 89904V 101

1	NAMES OF REPORTING PERSONS
	John H. Lewis
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF, AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			52,000*
		8	SHARED VOTING POWER
			32,185,433**
		9	SOLE DISPOSITIVE POWER
			52,000*
		10	SHARED DISPOSITIVE POWER
			32,237,433**
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	32,237,433**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	33.7%***
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

* Does not include 29,091 restricted stock units held by Mr. Lewis, all of which are scheduled to vest on November 16, 2022, subject to the terms of the Issuer’s long-term incentive plan and the applicable award agreement.

**Includes warrants to purchase 10,000,000 shares of Common Stock at an exercise price of $1.65 per share.

***This calculation is based on 85,767,021 shares of Common Stock outstanding as of May 9, 2022, as reported by the Issuer in its Current Report on Form 10-Q, filed with the SEC on May 12, 2022, plus the warrants to purchase 10,000,000 shares of Common Stock.

2/11

CUSIP No. 89904V 101

1	NAMES OF REPORTING PERSONS
	Osmium Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			32,185,433*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			32,185,433*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	32,185,433*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	33.6%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, OO

* Includes warrants to purchase 10,000,000 shares of Common Stock at an exercise price of $1.65 per share.

**This calculation is based on 85,767,021 shares of Common Stock outstanding as of May 9, 2022, as reported by the Issuer in its Current Report on Form 10-Q, filed with the SEC on May 12, 2022, plus the warrants to purchase 10,000,000 shares of Common Stock.

3/11

CUSIP No. 89904V 101

1	NAMES OF REPORTING PERSONS
	Osmium Capital, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,390,901
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,390,901
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,390,901
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.6%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

*This calculation is based on 85,767,021 shares of Common Stock outstanding as of May 9, 2022, as reported by the Issuer in its Current Report on Form 10-Q, filed with the SEC on May 12, 2022.

4/11

CUSIP No. 89904V 101

1	NAMES OF REPORTING PERSONS
	Osmium Capital II, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			419,094
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			419,094
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	419,094
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.5%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

*This calculation is based on 85,767,021 shares of Common Stock outstanding as of May 9, 2022, as reported by the Issuer in its Current Report on Form 10-Q, filed with the SEC on May 12, 2022.

5/11

CUSIP No. 89904V 101

1	NAMES OF REPORTING PERSONS
	Osmium Spartan, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			216,845
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			216,845
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	216,845
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.25%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

*This calculation is based on 85,767,021 shares of Common Stock outstanding as of May 9, 2022, as reported by the Issuer in its Current Report on Form 10-Q, filed with the SEC on May 12, 2022.

6/11

CUSIP No. 89904V 101

1	NAMES OF REPORTING PERSONS
	Osmium Partners (Larkspur SPV), LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			30,158,593*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			30,158,593*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	30,158,593*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	31.5%**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

* Includes warrants to purchase 10,000,000 shares of Common Stock at an exercise price of $1.65 per share.

**This calculation is based on 85,767,021 shares of Common Stock outstanding as of May 9, 2022, as reported by the Issuer in its Current Report on Form 10-Q, filed with the SEC on May 12, 2022, plus the warrants to purchase 10,000,000 shares of Common Stock.

7/11

CUSIP No. 89904V 101

1	NAMES OF REPORTING PERSONS
	Osmium Partners (Equation) LLC*
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			30,158,593**
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			30,158,593**
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	30,158,593**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	31.5%***
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

*Tensile Capital Partners Master Fund LP is a managing member of Osmium Partners (Equation) LLC, along with Osmium Partners, LLC.

**Includes warrants to purchase 10,000,000 shares of Common Stock at an exercise price of $1.65 per share.

***This calculation is based on 85,767,021 shares of Common Stock outstanding as of May 9, 2022, as reported by the Issuer in its Current Report on Form 10-Q, filed with the SEC on May 12, 2022, plus the warrants to purchase 10,000,000 shares of Common Stock.

8/11

EXPLANATORY NOTE

This Amendment No. 1 (this “Schedule 13D Amendment”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 19, 2021 (the “Schedule 13D”) is being filed on behalf of Osmium Partners, LLC, a Delaware limited liability company (“Osmium Partners”), Osmium Capital LP (“Fund I”), Osmium Capital II, LP (“Fund II”), Osmium Spartan, LP (“Fund III”), Osmium Partners (Larkspur SPV), LP (“Osmium Larkspur”), Osmium Partners (Equation) LLC (“Osmium Equation”) and John H. Lewis (together with Osmium Partners, Fund I, Fund II, Fund III, Osmium Larkspur and Osmium Equation,  the “Reporting Persons”), with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Tuesday Morning Corporation, a Delaware corporation (the “Issuer”).

Other than as set forth below, all Items in the Schedule 13D are materially unchanged.  Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in the Schedule 13D.

ITEM 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:

Item 6 of this Schedule 13D is hereby incorporated by reference.

ITEM 5. Interest in Securities of the Issuer

(a) – (b)

The responses of each Reporting Person to rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Schedule 13D Amendment are hereby incorporated by reference into this Item 5.

Each Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock, except to the extent of any pecuniary interest therein, other than the shares owned directly and of record by such Reporting Person. Osmium Partners and Mr. Lewis may be deemed to share with Fund I, Fund II and Fund III (and not with any third party) the power to vote or direct the vote of and to dispose or direct the disposition of the shares of Common Stock directly owned by Fund I, Fund II and Fund III. Osmium Partners and Mr. Lewis may be deemed to share with Osmium Equation and Tensile Capital Partners Master Fund LP (“Tensile”) beneficial ownership of the shares of Common Stock beneficially owned by Osmium Equation and Osmium Larkspur.

(c)          Not applicable.

(d)          Not applicable.

(e)          Not applicable

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented to include the following:

Voting Agreement

On September 12, 2022, the Issuer, Tuesday Morning, Inc. (the “Borrower”), certain other subsidiaries of the Company, certain members of management of the Company (the “Management Purchasers”), and TASCR Ventures, LLC (the “SPV” and, together with the Management Purchasers, the “Purchasers”), a special purpose entity formed by Retail Ecommerce Ventures LLC (“REV”) and Ayon Capital, L.L.C., entered into a Note Purchase Agreement, dated as of September 9, 2022 (the “Note Purchase Agreement”). Pursuant to the Note Purchase Agreement, the SPV will purchase: (i) $7.5 million in aggregate principal amount of junior secured exchangeable notes to be issued by the Borrower (the “FILO C Convertible Notes”); and (ii) $24.5 million in aggregate principal amount of junior secured exchangeable notes to be issued by the Borrower (the “SPV Junior Convertible Notes” and, together with the FILO C Convertible Notes, the “Convertible Notes”). In addition, the Management Purchasers will purchase $3.0 million of junior secured exchangeable notes to be issued by the Borrower. None of the Reporting Persons are purchasers under the Note Purchase Agreement.

In connection with the Note Purchase Agreement, the Issuer and Osmium Larkspur entered into a Voting Agreement, dated as of September 12, 2022 (the “Voting Agreement”). Pursuant to the Voting Agreement, Osmium Larkspur has agreed to vote the 20,158,593 shares of Common Stock it beneficially owns (the “Owned Shares”) to approve, at any meeting of stockholders, an amendment to the Issuer’s certificate of incorporation to (i) increase the number of authorized shares of Common Stock in an amount sufficient to allow for the conversion in full of the Convertible Notes and provide such additional authorized shares as shall be determined appropriate by the Issuer’s Board of Directors and (ii) authorize the Issuer to effect a reverse stock split of the Common Stock at a ratio sufficient to cause the Issuer to regain compliance with the minimum bid price requirements under Nasdaq’s listing rules and allow for the conversion in full of the Convertible Notes (the “Certificate of Incorporation Amendment”). In connection therewith, Osmium Larkspur has irrevocably appointed the officers of the SPV as its proxy to vote the Owned Shares in accordance with the Voting Agreement. Osmium Larkspur further agreed not to transfer the Owned Shares or enter into any hedging transactions with respect to the Owned Shares during the term of the Voting Agreement.  The Voting Agreement will terminate upon the earliest to occur of (1) approval of the Certificate of Incorporation Amendment; (2) termination of the Note Purchase Agreement in accordance with its terms; and (3) December 31, 2022.

9/11

The foregoing description of the Voting Agreement is qualified in its entirety to the full text of the Voting Agreement, which is attached as exhibit 99.6 hereto and is incorporated herein by reference.

Letter Agreement

On September 9, 2022, Osmium Partners, Osmium Equation and Tensile entered into a letter agreement (the “Letter Agreement”) pursuant to which the parties have agreed, except as otherwise agreed by the parties, that upon the expiration or earlier termination of the transfer restrictions set forth in the Voting Agreement, the partnership agreements for Osmium Larkspur and Osmium Equation will be terminated. Upon termination of the partnership agreements, Osmium Partners and Tensile will receive distributions of the shares of Common Stock and warrant held by Osmium Larkspur pro rata in accordance with their respective economic interests in Osmium Larkspur. Osmium Partners currently expects to receive 5,995,282 shares of Common Stock and warrants to purchase 2,974,058 of Common Stock upon termination of the partnership agreements. Tensile would receive 14,163,311 shares of Common Stock and warrants to purchase 7,025,942 shares of Common Stock.

The foregoing description of the Letter Agreement is qualified in its entirety to the full text of the Letter Agreement, which is attached as exhibit 99.7 hereto and is incorporated herein by reference.

Termination of Directors Agreement

On December 31, 2020, the Issuer, Osmium Partners and Osmium Larkspur entered into an agreement pursuant to which Osmium Partners and Osmium Larkspur are entitled to appoint three directors to the Issuer’s Board of Directors (the “Directors Agreement”). On September 9, 2022, the Issuer, Osmium Partners and Osmium Larkspur entered into a letter agreement whereby the parties agreed to terminate the Directors Agreement (the “Termination Agreement”), effective upon closing of the transactions contemplated by the Note Purchase Agreement. Pursuant to the terms of the Note Purchase Agreement, the termination of the Directors Agreement is a condition to closing of the transactions contemplated by the Note Purchase Agreement.

The foregoing description of the Termination Agreement is qualified in its entirety to the full text of the Termination Agreement, which is attached as exhibit 99.8 hereto and is incorporated herein by reference.

ITEM 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented to include the following:

99.6  Voting Agreement, dated as of September 12, 2022, by and among the Issuer and Osmium Larkspur.

99.7  Letter Agreement, dated as of September 9, 2022, by and among Osmium Partners, Osmium Equation and Tensile.

99.8  Termination Agreement, dated as of September 9, 2022, by and among the Issuer, Osmium Partners and Osmium Larkspur.

10/11

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: September 14, 2022

John H. Lewis

Osmium Partners, LLC

Osmium Capital, LP

Osmium Capital II, LP

Osmium Spartan, LP

Osmium Partners (Equation) LLC

Osmium Partners (Larkspur SPV), LP

By:
/s/ John H. Lewis

John H. Lewis, for (i) himself, (ii) as

Managing Member of Osmium

Partners, LLC, for itself and as

General Partner of Osmium

Capital, LP, Osmium Capital II,

LP and Osmium Spartan, LP and Managing

Member of Osmium Partners (Equation) LLC

and (iii) as a Managing Member of Osmium

Partners (Equation) LLC, as General Partner of

Osmium Partners (Larkspur SPV), LP

11/11

EX-99.6

Exhibit 99.6

VOTING AGREEMENT

This Voting Agreement (this “Agreement”), dated as of September 12, 2022, is entered into by and among Tuesday Morning Corporation, a Delaware corporation (the “Company”), and Osmium Partners (Larkspur SPV), LP (“Larkspur”). Capitalized terms used but not defined herein shall have the meanings given to them in the Note Purchase Agreement (as defined below).

RECITALS

WHEREAS, as of the date hereof, Larkspur owns 20,158,593 shares of the common stock, $0.01 par value per share (“Common Stock”), of the Company (such shares, the “Owned Shares”);

WHEREAS, the Company has entered into that certain Note Purchase Agreement, dated as of September 9, 2022 (the “Note Purchase Agreement”), among the Company, Tuesday Morning Inc., a Texas corporation and indirect wholly owned subsidiary of the Company, TASCR VENTURES, LLC (the “Lead Investor”) and the other purchasers set forth on Schedule I thereto (each, a “Purchaser” and, collectively, the “Purchasers”) and TASCR Ventures CA, LLC as collateral agent;

WHEREAS, following the completion of the issuance to the Purchasers of convertible debt pursuant to the terms of the Note Purchase Agreement, it is expected that the Certificate of Incorporation of the Company will be amended to (i) increase the number of authorized shares of Common Stock in an amount sufficient to allow for the conversion in full of the Notes and provide such additional authorized shares as shall be determined appropriate by the Board and/or (ii) authorize the Company to effect a reverse stock split of the Common Stock at a ratio sufficient to cause the Company to regain compliance with the minimum bid price requirement under Nasdaq’s listing rules and allow for the conversion in full of the Notes (the “Certificate of Incorporation Amendment”); and

WHEREAS, as a condition to the willingness of the Lead Investor to enter into and consummate the transactions contemplated by the Note Purchase Agreement and as inducement and in consideration therefor, the Lead Investor has required that the Company and Larkspur agree, and the Company and Larkspur have agreed, to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained and intending to be legally bound hereby, the parties hereby agree as follows:

Section 1.          Agreement to Vote.

(a)       From and after the date hereof until the termination of this Agreement in accordance with Section 3, at any meeting of the stockholders of the Company, including any postponement, recess or adjournment thereof, or in any other circumstance, in each case, upon which a vote, consent or other approval (including a written consent), with respect to all or any constituent part of the Certificate of Incorporation Amendment is sought (the “Stockholder Action”), Larkspur agrees to affirmatively vote (including via proxy) or execute consents with respect to (or cause to be voted (including via proxy) or consents to be executed with respect to) all of its Owned Shares to approve any Stockholder Action that is approved by the board of directors of the Company.  The foregoing obligation shall apply only with respect to the Certificate of Incorporation Amendment and shall not apply with respect to any other matters.  Larkspur shall cause all of its Owned Shares to be counted present thereat (including by proxy) for purposes of establishing a quorum at each meeting of the Company’s stockholders at which the matters described in this Section 1 are to be considered (including every adjournment or postponement thereof).  In the event of any stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares or the like of the Common Stock affecting the Owned Shares, the terms of this Agreement shall apply to the resulting securities and they shall be deemed to be Owned Shares consistent with the foregoing treatment.

(b)        Without limiting the obligations of Larkspur under this Agreement, Larkspur hereby irrevocably appoints as its proxy and attorney-in-fact the officers of the Lead Investor, and any individual who shall hereafter succeed to any such officer of Lead Investor, and any other person designated in writing by Lead Investor (collectively, the “Proxy Holders”), each of them individually, with full power of substitution, to vote the Owned Shares in accordance with Section 1(a) of this Agreement with respect to any Stockholder Action and, in the discretion of the Proxy Holders, with respect to any proposed postponements or adjournments of meetings of the Company’s stockholders at which any of the matters described in Section 1(a) of this Agreement are to be considered, in each case only in the event any Larkspur fails to be counted as present, fails to vote or execute consents in respect to all of its Owned Shares in accordance with Section 1(a) of this Agreement.  This proxy is coupled with an interest and shall be irrevocable, and Larkspur shall each take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by Larkspur with respect to the Owned Shares.  Notwithstanding anything to the contrary in this Agreement, the proxy granted by this Section 1(b) shall terminate and be of no further force and effect upon the termination of this Agreement.

Section 2.          Transfer of Owned Shares.  From the date hereof until the termination of this Agreement in accordance with Section 3, Larkspur shall not Transfer any Owned Shares or deposit any such Owned Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Owned Shares or grant any proxy or power of attorney (except as otherwise provided herein) with respect thereto.  For the purposes of this Section 2, “Transfer” shall mean (i) any direct or indirect offer, sale, lease, assignment, encumbrance, loan, pledge, grant of a security interest, hypothecation, disposition or other transfer (by operation of law or otherwise), either voluntary or involuntary, or entry into any contract, option or other arrangement or understanding with respect to any offer, sale, lease, assignment, encumbrance, loan, pledge, hypothecation, disposition or other transfer (by operation of law or otherwise), of any capital stock or interest in any capital stock (or any security convertible or exchangeable into such capital stock), including in each case through the Transfer of any Person or any interest in any Person (excluding any indirect transfers that do not result in a change in Control of Larkspur), or (ii) entry into any swap or any other agreement, transaction or series of transactions that hedges or transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of such capital stock or interest in capital stock, whether any such swap, agreement, transaction or series of transactions is to be settled by delivery of securities, in cash or otherwise. “Control” means the possession, directly or indirectly, of the power to direct, or to cause the direction of, the management and policies of a person, whether through ownership of voting securities, by contract or otherwise.

-2-

Section 3.          Termination.  This Agreement shall terminate without further action upon the earliest of (a) the effectiveness of the Certificate of Incorporation Amendment, (b) the valid termination of the Note Purchase Agreement in accordance with its terms and (c) December 31, 2022; provided that Section 4 shall survive termination of this Agreement.

Section 4.          Miscellaneous.

(a)        Severability.  If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.  In the event of any such determination, the parties agree to negotiate in good faith to modify this Agreement to fulfill as closely as possible the original intent and purpose of this Agreement.

(b)        Successors and Assigns.  Neither this Agreement nor any of the rights, interests or obligations of the parties hereunder shall be assigned by any of the parties (whether by operation of law or otherwise) without the prior written consent of the other parties, and any attempt to make any such assignment without such consent shall be null and void.

(c)        Amendments and Modifications.  No provision of this Agreement may be amended or modified unless such amendment or modification is in writing and signed by all parties hereto and the Lead Investor.  No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable law.

(d)       Governing Law.  This Agreement, and all claims and causes of action hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws rules of such state.

(e)        Entire Agreement.  This Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understands, both oral and written, among the parties with respect to the subject matter hereof.

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(f)        Further Assurances.  The Company and Larkspur shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional further consents, documents and other instruments as the other party may reasonable request to the extent necessary to effect the transactions contemplated by this Agreement.

(g)       Third Party Beneficiaries.  This Agreement shall be binding upon and inure solely to the benefit of the parties and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by any reason of this Agreement; provided, that the Lead Investor is an express, intended third party beneficiary with respect to Sections 2 and 4(c), with the right to enforce the terms of those provisions.

(h)       Specific Performance.  The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy would occur in the event that the parties do not timely perform the provisions of this Agreement (including any party failing to take such actions as are required of it hereunder in order to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. The parties acknowledge and agree that (a) the parties will be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of this Agreement and to enforce specifically the terms and provisions hereof and (b) the right of specific enforcement is an integral part of the transactions contemplated hereby and without that right, neither party would have entered into this Agreement.

(i)        Counterparts.  This Agreement and any amendments hereto may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.  Any such counterpart, to the extent delivered by electronic delivery, will be treated in all manners and respects as an original executed counterpart and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party may raise the use of an electronic delivery to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through the use of an electronic delivery, as a defense to the formation of a contract, and each party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

(j)        Expenses.  The Company agrees to pay for or reimburse Larkspur for all reasonable and documented legal fees and legal expenses incurred in connection with this Agreement; provided, that such fees and expenses shall not exceed $30,000.

(k)        Notices.  All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when e-mailed during normal business hours (and otherwise as of the immediately following business day). All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.

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If to the Company:

Tuesday Morning, Inc.

6250 LBJ Freeway

Dallas, Texas 75240

Attention: Marc Katz

E-mail: marck@tuesdaymorning.com

with a copy to (which copy shall not constitute notice):

Haynes and Boone, LLP

2323 Victory Ave., Suite 700

Dallas, Texas 75219

Attention: Sakina Rasheed Foster

E-mail: sakina.foster@haynesboone.com

Troutman Pepper Hamilton Sanders LLP

600 Peachtree Street, Suite 3000

Atlanta, Georgia 30308

Attention:  Eric A. Koontz

E-mail: eric.koontz@troutman.com

Wachtell, Lipton, Rosen & Katz

51 West 52^nd Street

New York, New York 10019

Attention:  David M. Silk

E-mail: dmsilk@wlrk.com

If to Larkspur:

Osmium Partners (Larkspur SPV), LP

c/o Tensile Capital Management, LLC

700 Larkspur Landing Circle, Suite 255

Larkspur, CA  94939

Attention: Douglas J. Dossey

Facsimile No.: (415) 830-8178

E-mail: ddossey@tensilecapital.com

c/o Osmium Partners, LLC

300 Drakes Landing Road #172

Greenbrae, CA 94904

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Attention:  John H. Lewis

Email:  jl@osmiumpartners.com

with a copy to (which copy shall not constitute notice):

Kirkland & Ellis LLP

555 California Street, Suite 2700

San Francisco, CA  94105

Attention: Noah D. Boyens, P.C.

Facsimile No.: (415) 439-1500

E-mail: noah.boyens@kirkland.com

Morrison & Foerster LLP

425 Market Street, 32nd Floor

San Francisco, CA  94105

Attention:  Murray A. Indick

Email:  mindick@mofo.com

[Remainder of page left intentionally blank.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written by their respective officers thereunto duly authorized.

TUESDAY MORNING CORPORATION
By:	/s/ Fred Hand
Name:	Fred Hand
Title:	Chief Executive Officer
OSMIUM PARTNERS (LARKSPUR SPV), LP
By:	/s/ John Lewis
Name:	John Lewis
Title:	Authorized Signatory

[Signature Page to Voting Agreement]

EX-99.7

Exhibit 99.7

LETTER AGREEMENT

This letter agreement (this “Agreement”) is made and entered into as of this September 9, 2022, by and among Tensile Capital Partners Master Fund LP (“Tensile”), Osmium Partners, LLC (“Osmium”) and Osmium Partners (Equation) LLC (the “GP”).

WHEREAS, the parties hereto are also parties to (a) that certain Amended and Restated Limited Partnership Agreement of Osmium Partners (Larkspur SPV), LP (the “LP Agreement”) and (b) that certain Operating Agreement of Osmium Partners (Equation) LLC (the “GP Agreement” and, together with the LP Agreement, the “Partnership Agreement”.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties and covenants contained herein, and intending to be legally bound, the parties hereto hereby agree as follows:

ARTICLE 1
AGREEMENT

       1A.         Termination of Partnership Agreement. Upon the expiration or earlier termination of the transfer restrictions set forth in Section 2 of that certain voting agreement, dated as of the date hereof, by and among Tuesday Morning Corporation and Osmium Partners (Larkspur SPV), LP (a “Triggering Event”), or as otherwise agreed to by the parties in writing, it is the intent of the parties to this Agreement that the Partnership Agreement be terminated, and partnership between them memorialized by the Partnership Agreement dissolved, in a manner consistent with Exhibit A to this Agreement.  This Agreement constitutes a legally binding agreement between the parties hereto, and, until the execution of definitive documentation incorporating the terms of Exhibit A to this Agreement (the “Definitive Documents”), this Agreement shall be deemed to be an amendment to, and termination of, the Partnership Agreement in accordance with Exhibit A hereto, contingent solely upon the occurrence of a Triggering Event.  From the date of this Agreement, the parties hereto will negotiate diligently and in good faith to enter into the Definitive Documents prior to the occurrence of a Triggering Event, and upon the execution of the Definitive Documents, the Definitive Documents will supersede this Agreement in all respects and this Agreement will terminate and be of no further force and effect.

ARTICLE 2
MISCELLANEOUS

2A.         Amendment and Waiver. This Agreement may be amended or any provision of this Agreement may be waived; provided that (i) any amendment shall be binding only if such amendment is set forth in a writing executed by the parties hereto and (ii) any waiver of any provision of this Agreement shall be effective against a party only if set forth in a writing executed by such party.  No course of dealing between or among any Persons having any interest in this Agreement shall be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any person under or by reason of this Agreement.

2B.         Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing (including in electronic form) and shall be delivered in accordance with the notice provisions contained in the LP Agreement.

2C.         Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned (including directly or indirectly by change of control or by operation of law) without the prior written consent of the parties hereto.

2D.         Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Agreement.

2E.         No Strict Construction. Notwithstanding the fact that this Agreement has been drafted or prepared by one of the parties, each party hereto hereby confirms that they and their respective counsel have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the parties hereto and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Person. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, the terms and provisions of the execution version of this Agreement shall control and prior drafts of this Agreement shall not be considered or analyzed for any purpose (including in support of parol evidence proffered by any Person in connection with this Agreement).

2F.          Captions. The captions used in this Agreement are for convenience of reference only and do not constitute a part of this Agreement and shall not be deemed to limit, characterize or in any way affect any provision of this Agreement, and all provisions of this Agreement shall be enforced and construed as if no such caption had been used in this Agreement.

2G.         Complete Agreement. This Agreement and the Partnership Agreement contain the complete agreement among the parties hereto with respect to the subject matter hereof and supersede any prior understandings, agreements or representations by or among such parties, whether written or oral, or any prior course of dealing among them, which may have related to the subject matter hereof in any way.

2H.         Counterparts. This Agreement may be executed in multiple counterparts (including by means of telecopied or electronically transmitted (including in .pdf or .tif formats) signature pages), all of which, taken together, shall constitute one and the same Agreement.

2I.          Governing Law. This Agreement, and all claims or causes of action (whether at law or in equity, in contract or in tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance hereof, or the transactions contemplated by this Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

2J.           WAIVER OF JURY TRIAL. THE PARTIES TO THIS AGREEMENT EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE IRREVOCABLE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

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2K.          Specific Performance.  The parties hereto agree that irreparable damage, for which monetary relief, even if available, would not be an adequate remedy, would occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached, including if the parties hereto fail to take any action required of them hereunder to consummate the transactions contemplated by this Agreement.  It is accordingly agreed that (i) the parties hereto shall be entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement and (ii) the right of specific performance and other equitable relief is an integral part of the transactions contemplated by this Agreement and without that right neither the Sellers nor Buyer would have entered into this Agreement. The parties hereto agree not to assert that a remedy of specific performance or other equitable relief is unenforceable, invalid, contrary to law or inequitable for any reason, and not to assert that a remedy of monetary damages would provide an adequate remedy or that the parties otherwise have an adequate remedy at law.  The parties hereto acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 

TENSILE
TENSILE CAPITAL PARTNERS MASTER FUND LP
By:	/s/ Douglas J. Dossey
Name:	Douglas J. Dossey
Its:  Authorized Signatory
OSMIUM
OSMIUM PARTNERS, LLC
By:	/s/ John Lewis
Name:	John Lewis
Its: Authorized Signatory
GP
OSMIUM PARTNERS (EQUATION) LLC
By:	/s/ John Lewis
Name:	John Lewis
Its: Authorized Signatory

Exhibit A

The intent of the parties to this Agreement in agreeing to the following is that all of the shares / warrants held by the Partnership would be distributed to Osmium and Tensile pro rata to their respective economic ownership, Osmium’s carry (and its arrangements with Fred Hand) would be respected, the partnership between the parties would be maintained for tax purposes only and both Osmium and Tensile would be free to buy and sell shares of Tuesday Morning as they see fit subject only to applicable securities laws and arrangements with third parties.

LP Agreement

The waterfall (i.e., return of capital, 8% preferred return, 25% to carry, then 20/80) will remain in place with respect to Tensile shares currently owned by the Partnership.

The tax partnership will remain in place via contract so that gains and losses would be appropriately allocated amongst the parties upon sales of the Tensile shares currently held by the Partnership.

Tensile would true Osmium up for any reimbursable expenses of the Partnership to date, with both parties bearing their own expenses on a go-forward basis (e.g., all fees associated with maintaining the partnership and/or administration services would cease).

Both Osmium and Tensile would be entitled to sell (and buy) Tuesday Morning shares at will (subject to securities laws and board/insider limitations).

GP Agreement

 The GP would be dissolved, and its operating agreement terminated, except that Tensile could agree to permit an Osmium entity to remain as the sole GP.

 Warrant

Replacement warrants to be issued to Osmium and Tensile pro rata following their distribution to the parties.

Registration Rights Agreement

The rights under this agreement will be transferred with the subject shares, and joinders from Osmium and Tensile will be required.

EX-99.8

Exhibit 99.8

Execution Version

Tuesday Morning Corporation

6250 LBJ Freeway

Dallas, Texas 75240

September 9, 2022

Osmium Partners, LLC

300 Drakes Landing Road, Suite 172

Greenbrae, CA 94904

Re: Termination of Agreement

Ladies and Gentlemen:

This letter is being delivered in connection with that certain Agreement, dated as of December 31, 2020 (the “Director Agreement”), among Tuesday Morning Corporation (the “Company”), Osmium Partners, LLC (“Osmium”) and Osmium Partners (Larkspur SPV), LP (“Osmium Larkspur” and, together with Osmium, the “Osmium Group”). The parties entered into the Director Agreement in connection with Company’s emergence from Chapter 11 bankruptcy proceedings and in order to provide the Osmium Group with certain rights to designate members of the Company’s board of directors.

On the date hereof, the Company has entered into that certain Note Purchase Agreement, dated as of the date hereof (the “Note Purchase Agreement”), among the Company, Tuesday Morning Inc., certain other subsidiaries of the Company, certain members of management of the Company, and TASCR Ventures CA, LLC (the “SPV”), pursuant to which the Company will receive additional financing of $35 million. Upon the closing of the transactions contemplated by the Note Purchase Agreement (the “Closing”), the SPV will be granted a right to designate a majority of the members of the Company’s board of directors. Pursuant to the terms of the Note Purchase Agreement, the termination of the Director Agreement is a condition to the Closing.

By executing this letter below, each of the parties hereto agrees that, subject to and conditional on the occurrence of the Closing, the Director Agreement shall terminate as of the Closing, except with respect to any provisions of the Director Agreement that expressly survive any termination thereof.

Very truly yours,

TUESDAY MORNING CORPORATION

By: /s/ Fred Hand

Name:	Fred Hand
Title:	Chief Executive Officer

OSMIUM PARTNERS, LLC	OSMIUM PARTNERS (LARKSPUR SPV), LP
	By:	OSMIUM PARTNERS (EQUATION) LLC, its General Partner

By: /s/ John H. Lewis By: /s/ John H. Lewis

Name:	John H. Lewis	Name:	John H. Lewis
Title:	Managing Member	Title:	Managing Member