Exhibit 10.1


 





THIRD AMENDMENT TO THE 


AMENDED AND RESTATED CONSULTING AGREEMENT


 


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.


 


RECITALS


 


The Company wishes to continue
to utilize certain services which can be performed by Consultant, and Consultant can provide and desires to continue to render such services
to the Company, and the parties agree that it would be to their mutual advantage to execute this Amendment and thereby modify the terms
and conditions of the Consulting Agreement that control the rendering of future services provided to the Company by Consultant.


 


In consideration of the promises
and mutual covenants in this Amendment, the Company and Consultant agree to amend and restate Section II.B.ii. and Section II.B.iii. of
the Consulting Agreement by deleting said sections in their entirety and replacing them with the following new Section II.B.ii. and Section
II.B.iii:


 


ii.       For
the Company’s fiscal year ending June 30, 2021, in addition to the Base Consulting Fee and subject to the terms of Section II.B.,
Consultant shall be eligible to receive an additional incentive consulting fee of Two Hundred Twenty-Five Thousand Dollars ($225,000)
regardless of achievement of performance metrics (the “2021 Guaranteed Fee”), and a maximum aggregate additional
incentive consulting fee of Four Hundred Fifty Thousand Dollars ($450,000) at maximum performance level (which payment shall be inclusion
of, and not in addition to the 2021 Guaranteed Fee)(the amounts payable under this Section II.B.ii., together with the amounts payable
under Section II.B.i are referred to herein as the “Additional Fee”).


 


iii.       Payment
of each Additional Fee shall be subject to the achievement of certain performance metrics, which metrics shall be established by mutual
agreement between the CEO of the Company and Consultant (with each party exercising its sole discretion to agree to such metrics). Any
Additional Fees payable pursuant to this Section II.B. shall be paid to Consultant within thirty (30) days following the end of the Company’s
fiscal year, subject to the terms of this Section II.B. Consultant must be providing the Consulting Services at the time an Additional
Fee is paid to be eligible to receive such Additional Fee, provided, however, if the Company terminates this Agreement pursuant to Section
V prior to payment of the 2021 Guaranteed Fee, the Company shall pay Consultant the 2021 Guaranteed Fee at the same time it would have
paid such amount had Consultant been providing services at the time of payment.


 


[SIGNATURE PAGE FOLLOWS]





 






     


     


    

 


By their signatures below, the parties certify
that they have read the above Amendment and agree to its terms:


 


	TUESDAY
    MORNING, INC.	 	BEL RETAIL
    ADVISORS
	 	 	 
	By:	 /s/ Steven Becker                                                    	 	By: 	/s/ Paul Metcalf
	 	 	 
	Printed Name: 	Steven Becker	 	Printed Name:	 Paul Metcalf
	 	 	 
	Title:	Chief Executive Officer	 	Date: 	3/30/2021
	 	 	 
	Date: 	3/30/2021	 	 






 






    	THIRD AMENDMENT		Page 2