Exhibit
4.1


 


[SEAL]


CLERK,
US. BANKRUPTCY COURT


NORTHERN
DISTRICT OF TEXAS


ENTERED                         
 


THE
DATE OF ENTRY IS ON


THE
COURT’S DOCKET


 


The
following constitutes the ruling of the court and has the force and effect therein described.


 


	Signed
    May 29, 2020	/s/ Judge Edward L. Morris 
	 	United
    States Bankruptcy Judge




 


 


IN
THE UNITED STATES BANKRUPTCY COURT


FOR
THE NORTHERN DISTRICT OF TEXAS


DALLAS
DIVISION


 


	In
        re:

         

        Tuesday
        Morning Corporation, et al.,1

         

        Debtors. 
	§

        §

        §

        §

        §
	Chapter
        11

         

        Case
        No. 20-31476-HDH-11

         

        Jointly
        Administered



 


INTERIM
ORDER (A) ESTABLISHING NOTIFICATION AND HEARING PROCEDURES FOR CERTAIN TRANSFERS OF, AND DECLARATIONS OF WORTHLESSNESS WITH RESPECT
TO, EQUITY SECURITIES AND (B) GRANTING RELATED RELIEF


 


Upon
the Debtors’ Emergency Motion for Entry of Interim and Final Orders (A) Establishing Notification and Hearing Procedures
for Certain Transfers of, and Claims of Worthlessness with Respect to, Equity Securities and (B) for Related Relief (the “Motion”)2
of Tuesday Morning Corporation, et al. (collectively, the “Debtors”); for the entry of an interim
order (this “Order”) (a) establishing notification and hearing procedures that must be satisfied before certain
transfers of common stock or declarations of worthlessness of common stock of the Debtors or of any beneficial interest therein
are deemed effective, (b) scheduling a final hearing on the Motion (the “Final Hearing”); and the Court having
jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334, and
the Order of Reference of Bankruptcy Cases and Proceedings Nunc Pro Tunc, Miscellaneous Rule No. 33 (N.D. Tex. August 3,
1984) (Woodward, H.O.); and consideration of the Motion and the requested relief being a core proceeding pursuant to 28 U.S.C.
§ 157(b); and it appearing that venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409;
and due and proper notice of the Motion having been provided, and it appearing that no other or further notice need be provided;
and the Court having reviewed the Motion; and the Court having held a hearing on the Motion; and all objections, if any, to the
Motion have been withdrawn, resolved, or overruled; and the Court having determined that the legal and factual bases set forth
in the Motion establish just cause for the relief granted herein; and upon all of the proceedings had before the Court and after
due deliberation and sufficient cause appearing therefor,


 


1.             The Motion is GRANTED on an interim basis to the extent set forth herein.


 


2.             The procedures attached as Exhibit 1 hereto (the “Procedures”) are hereby approved.


 


3.             Any transfer, sale, or declaration of worthlessness with respect to the Equity Securities in violation of the Procedures, including
but not limited to the notice requirements, shall be null and void ab initio.


 





 






1
The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, include: Tuesday Morning Corporation (8532) (“TM Corp.”); TMI Holdings, Inc. (6658) (“TMI
Holdings”); Tuesday Morning, Inc. (2994) (“TMI”); Friday Morning, LLC (3440) (“FM LLC”);
Days of the Week, Inc. (4231) (“DOTW”); Nights of the Week, Inc. (7141) (“NOTW”); and Tuesday
Morning Partners, Ltd. (4232) (“TMP”). The location of the Debtors’ service address is 6250 LBJ Freeway,
Dallas, TX 75240.


2
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion.



 






    


     


    

 


4.             In the case of any such transfer or sale of Equity Securities in violation of the Procedures, including but not limited to the
notice requirements, the person or entity making such transfer shall be required to take remedial actions specified by the Debtors,
to appropriately reflect that such transfer is null and void ab initio. 


 


5.             In the case of any such declaration of worthlessness with respect to Equity Securities in violation of the Procedures, including
but not limited to the notice requirements, the person or entity making such declaration shall be required to file an amended
tax return revoking such declaration and any related deduction to appropriately reflect that such declaration is void ab initio.



 


6.             The Debtors may retroactively or prospectively waive any and all restrictions, stays, and notification procedures set forth in
the Procedures. 


 


7.             The requirements set forth in this Interim Order are in addition to the requirements of all applicable laws and do not excuse
compliance therewith.


 


8.             The Debtor shall serve by first class mail, postage prepaid, a notice of the entry of this Interim Order substantially in the
form of Exhibit 1F attached hereto (the “Notice of Order”) to (i) the Office of the United States
Trustee; (ii) the Debtors’ secured creditors; (iii) those persons who have formally appeared and requested notice and service
in these proceedings pursuant to Bankruptcy Rules 2002 and 3017; (iv) counsel for the proposed DIP Agent; (v) counsel for any
official committees appointed by this Court; (vi) the 20 largest unsecured creditors of each of the Debtors; (vii) all governmental
agencies having a regulatory or statutory interest in these cases; (viii) the Securities and Exchange Commission; (ix) the Internal
Revenue Service; (x) all registered holders of Equity Securities in the Debtors; and (xi) the Debtors’ brokers or transfer
agents for any Equity Securities through its noticing agent, Epiq.


 






    


     


    

 


9.             All brokers or transfer agents for any Equity Securities shall be required to serve the Notice of Order on all holders of Equity
Securities (whether registered with such broker or transfer agent or not) that are known by the broker or transfer agent to be
in excess of 2,160,474 shares of Equity Securities no later than five business days after being served with the Notice of Order;
provided that if any broker or transfer agent provides the Debtors’ undersigned counsel with the names and addresses
of all such holders known by such broker or transfer agent to hold in excess of 2,160,474 shares of Equity Securities no later
than three business days after being served with the Notice of Order, the Debtors’ undersigned counsel shall be required
to serve the Notice of Order on such holders.


 


10.           All registered holders of Equity Securities shall serve the Notice of Order on any holder for whose account such registered holder
holds such Equity in excess of 2,160,474 shares of Common Stock and so on down the chain of ownership for all such holders of
Equity Securities in excess of such amounts.


 


11.           Any entity or broker or agent acting on such entity’s behalf who sells in excess of 480,105 shares of Common Stock (i.e.,
approximately 1% of outstanding Common Stock) to another entity shall serve a copy of the Notice of Order on such purchaser of
such Equity Securities or any broker or agent acting on such purchaser’s behalf.


 


12.           At least on the first business day of each calendar quarter after the date of the entry of the Interim Order during the Chapter
11 Cases, all brokers or transfer agents for any Equity Securities shall serve the Notice of Order until a Notice of Final Order
has been served, and then the Notice of Final Order, on all holders of shares of Common Stock (whether registered with such broker
or transfer agent or not) that are known by the broker or transfer agent to be in excess of 2,160,474 shares of Common Stock;
provided that if any broker or transfer agent provides the Debtors’ counsel, at the addresses set forth above, with the
names and addresses of such holders known by such broker or transfer agent to hold in excess of 2,160,474 shares of Common Stock
no later than five business days prior to the expiration of an applicable calendar quarter, the Debtor shall serve the Notice
of Final Order on such holders.


 






    


     


    

 


13.           A Final Hearing shall be held on June 15, 2020 at 1:30 p.m. (prevailing Central Time). Any objections or responses to entry of
the proposed Final Order shall be filed with the Clerk of this Court on or before 4:00 p.m. on June 14, 2020 and served on the
following parties: (i) counsel to the Debtors; (ii) counsel to the DIP Agent; (iii) the United States Trustee, and (iv) any official
committees appointed in these Chapter 11 Cases. 


 


14.           To the extent necessary, the Court finds and determines that the requirements of Bankruptcy Rule 6003 are satisfied and that the
relief requested is necessary to avoid immediate and irreparable harm.


 


15.           To the extent applicable, the requirements of Bankruptcy Rule 6004(a) are waived.


 


16.           Notwithstanding Bankruptcy Rule 6004(h), this Interim Order shall be effective and enforceable immediately upon entry hereof.


 


17.           Any objection to this Interim Order must be filed within twenty-one (21) days after the date of the entry of this Interim Order.
If an objection is timely received from the U.S. Trustee, any creditor or party-in-interest, the Debtors shall request a hearing
before the Court. If no objection is filed, the Court shall enter a final order substantially in the form of final order attached
as Exhibit B to the Motion (such order, a “Final Order”). 


 


18.           Nothing in this Interim Order (a) is intended or shall be deemed to constitute an assumption of any agreement pursuant to Bankruptcy
Code § 365 or an admission as to the validity of any claim against the Debtors and their estates, (b) shall impair, prejudice,
waive or otherwise affect the rights of the Debtors and their estates with respect to the validity, priority or amount of any
claim against the Debtors and their estates, or (c) shall be construed as a promise to pay a claim.


 






    


     


    

 


19.           The Debtor is authorized to take all actions necessary to effectuate the relief granted pursuant to this Interim Order in accordance
with the Motion.


 


#
# # END OF ORDER # # #


Submitted
by:


 


HAYNES
AND BOONE, LLP


Ian
T. Peck


State
Bar No. 24013306


Stephen
M. Pezanosky


State
Bar No. 15881850


Jarom
J. Yates


State
Bar No. 24071134


2323
Victory Avenue, Suite 700


Dallas,
TX 75219


Telephone:
214.651.5000


Facsimile:
214.651.5940


Email:
ian.peck@haynesboone.com


Email:
stephen.pezanosky@haynesboone.com


Email:
jarom.yates@haynesboone.com


 


PROPOSED
ATTORNEYS FOR DEBTORS


 






    


     


    

 


Exhibit
1 


 


Procedures
for Transfers of and Declarations of Worthlessness with Respect to Equity Securities


 






    


     


    

 


Procedures
for Transfers of, and Declarations of Worthlessness 


with
Respect to, Equity Securities


 


The
following Procedures apply to transfers of Equity Securities:1


 


		(a)	Any
                                         person or entity (as defined in Bankruptcy Code § 101(15)) who currently is or becomes
                                         a Substantial Shareholder (as such term is defined in paragraph (e) below) must file
                                         with the Court, and serve upon counsel to the Debtors, a declaration of such status,
                                         substantially in the form of Exhibit 1A attached to these Procedures, on
                                         or before the later of (i) 30 days after the date of the Notice of Order (as defined
                                         herein) and (ii) ten days after becoming a Substantial Shareholder.



 


		(b)	Prior
                                         to effectuating any transfer of Equity Securities that would result in an increase in
                                         the amount of Equity Securities of which a Substantial Shareholder has Beneficial Ownership
                                         (as such term is defined in paragraph (e) below) or would result in a person or an entity
                                         becoming a Substantial Shareholder, such person or entity must file with the Court, and
                                         serve upon counsel to the Debtors an advance written declaration of the intended transfer
                                         of Equity Securities in the form of Exhibit 1B attached to these Procedures
                                         (each, a “Declaration of Intent to Purchase, Acquire or Otherwise Accumulate
                                         Equity Securities”).



 


		(c)	Prior
                                         to effectuating any transfer of Equity Securities that would result in a decrease in
                                         the amount of Equity Securities of which a Substantial Shareholder has Beneficial Ownership
                                         or would result in a person or an entity ceasing to be a Substantial Shareholder, such
                                         Substantial Shareholder must file with the Court, and serve upon counsel to the Debtors
                                         an advance written declaration of the intended transfer of Equity Securities in the form
                                         of Exhibit 1C attached to these Procedures (each, a “Declaration
                                         of Intent to Sell, Trade, or Otherwise Transfer Equity Securities” and with
                                         a Declaration of Intent to Purchase, Acquire or Accumulate Equity Securities, each, a
                                         “Declaration of Proposed Transfer”).



 


		(d)	The
                                         Debtors shall have 15 calendar days after filing and service of a Declaration of Proposed
                                         Transfer to file with the Court and serve on such Substantial Shareholder an objection
                                         to any proposed transfer of Equity Securities described in the Declaration of Proposed
                                         Transfer on the grounds that such transfer might adversely affect the Debtors’
                                         ability to utilize the Tax Attributes. If the Debtors or any other party with standing
                                         files an objection, such transaction would not be effective unless such objection is
                                         withdrawn by the Debtors or such transaction is approved by a final order of the Court
                                         that becomes non-appealable. If no party objects within such 15-day period, such transaction
                                         may proceed solely as set forth in the Declaration of Proposed Transfer. Further transactions
                                         within the scope of this paragraph must be the subject of additional notices in accordance
                                         with the procedures set forth herein, with an additional 15-day waiting period for each
                                         Declaration of Proposed Transfer.



 


		(e)	For
                                         purposes of these procedures, (i) a “Substantial Shareholder” is any
                                         entity that has Beneficial Ownership of at least approximately 2,160,474 shares of the
                                         Debtors’ common stock (representing approximately 4.5% of all issued and outstanding
                                         shares); (ii) “Beneficial Ownership” of Equity Securities includes
                                         direct and indirect ownership (e.g., a holding company would be considered to
                                         beneficially own all shares owned or acquired by its subsidiaries; and a person or entity
                                         would be considered to beneficially own all shares owned or acquired by any entities
                                         it controls), ownership by such holder’s family members and entities acting in
                                         concert with such holder to make a coordinated acquisition of stock and ownership of
                                         shares that such holder has an option to acquire (as defined immediately hereafter),
                                         and includes all shares that would be treated as beneficially owned by such person or
                                         entity for purposes of Section 382 of the Internal Revenue Code (26 U.S.C. §382);
                                         and (iii) an “Option” to acquire stock includes any contingent purchase,
                                         warrant, convertible debt, put, stock subject to risk of forfeiture, contract to acquire
                                         stock or similar interest, regardless of whether it is contingent or otherwise not currently
                                         exercisable.



 





 



1 Capitalized terms used but
not defined herein shall have the meanings ascribed to them in the Motion.


 






    


     


    

 


The
following Procedures apply to declarations of worthlessness of Equity Securities:


 


		(a)	Any
                                         Entity that currently is or becomes a 50-Percent Shareholder must file with the Court
                                         and serve by email and first class mail upon the Notice Parties a declaration of such
                                         status, substantially in the form of Exhibit 1D attached to these Procedures
                                         (each, a “Declaration of Status as a 50-Percent Shareholder”), on
                                         or before the later of (i) 30 calendar days after the date of the Notice of Order, and
                                         (ii) 10 business days after becoming a 50- Percent Shareholder.



 


		(b)	Fifteen
                                         (15) days prior to filing any federal or state tax return or any amendment to such a
                                         return that claims any deduction for worthlessness with respect to the Equity Securities
                                         for a tax year ending before the Debtors’ emergence from chapter 11 protection,
                                         such 50-Percent Shareholder must file with the Court and serve by email and first class
                                         mail upon the Notice Parties an advance written declaration substantially in the form
                                         of Exhibit 1E attached to these Procedures (each, a “Declaration
                                         of Intent to Claim a Worthless Stock Deduction”) of the intended claim of worthlessness.



 


		(c)	The
                                         Debtors shall have 15 calendar days after receipt of a Declaration of Intent to Claim
                                         a Worthless Stock Deduction to file with the Court and serve on such 50-Percent Shareholder
                                         an objection to any proposed claim of worthlessness described in the Declaration of Intent
                                         to Claim a Worthless Stock Deduction on the grounds that such transfer might adversely
                                         affect the Debtors’ ability to utilize the Tax Attributes. If the Debtors or any
                                         other party with standing files an objection, the filing of the return or amendment with
                                         such claim remains ineffective pending a final ruling on the objection (and thereafter
                                         in accordance with the ruling and applicable appellate rules and procedures), and the
                                         50-Percent Shareholder shall be required to file an amended tax return revoking such
                                         proposed deduction if the Court ultimately sustains the objection. If no objection is
                                         filed and served within such 15 day period, the filing of the return or amendment with
                                         such claim will be permitted as set forth in the Declaration of Intent to Claim a Worthless
                                         Stock Deduction. If no party objects within such 15-day period, the filing of the return
                                         or amendment with such claim may proceed solely as set forth in the Declaration of Intent
                                         to Claim a Worthless Stock Deduction. Additional returns or amendments within the scope
                                         of this paragraph must be the subject of additional notices in accordance with the procedures
                                         set forth herein, with an additional 15-day waiting period for each Declaration of Intent
                                         to Claim a Worthless Stock Deduction.



 






    


     


    

 


		(d)	For
                                         purposes of these Procedures a “50-Percent Shareholder” is any entity
                                         that at any time since June 30, 2016 has owned Beneficial Ownership of 50 percent or
                                         more of any class of Equity Securities (determined in accordance with section 382(g)(4)(D)
                                         of the IRC and the applicable Treasury Regulations thereunder).



 


The
following notice procedures apply to these Procedures:


 


		(a)	The
                                         Debtors shall serve by first class mail, postage prepaid, a notice of the entry of this
                                         Order substantially in the form of Exhibit 1F attached to these Procedures
                                         (the “Notice of Order”) to (i) the Office of the United States Trustee;
                                         (ii) the Debtors’ secured creditors; (iii) those persons who have formally appeared
                                         and requested notice and service in these proceedings pursuant to Bankruptcy Rules 2002
                                         and 3017; (iv) counsel for the proposed DIP Agent; (v) counsel for any official committees
                                         appointed by this Court; (vi) the list of the 20 largest unsecured creditors in each
                                         of the Debtors’ cases; (vii) all governmental agencies having a regulatory or statutory
                                         interest in these cases; (viii) the Securities and Exchange Commission; (ix) the Internal
                                         Revenue Service; (x) all registered holders of Equity Securities in the Debtors; and
                                         (xi) the Debtors’ brokers or transfer agents for any Equity Securities through
                                         its noticing agent, Epiq. Additionally, no later than two business days following entry
                                         of the Final Order, the Debtors shall serve a revised Notice of Order modified to reflect
                                         that the Final Order has been entered (as modified, the “Notice of Final Order”)
                                         on the same entities that received the Notice of Order. 



 


		(b)	All
                                         brokers or transfer agents for any Equity Securities shall be required to serve the Notice
                                         of Order on all holders of Equity Securities (whether registered with such broker or
                                         transfer agent or not) that are known by the broker or transfer agent to be in excess
                                         of 2,160,474 shares of Equity Securities no later than five business days after being
                                         served with the Notice of Order or Notice of Final Order, as applicable; provided that
                                         if any broker or transfer agent provides the Debtors’ undersigned counsel with
                                         the names and addresses of all such holders known by such broker or transfer agent to
                                         hold in excess of 2,160,474 shares of Equity Securities no later than three business
                                         days after being served with the Notice of Order or Notice of Final Order, as applicable,
                                         the Debtors’ undersigned counsel shall be required to serve such Notice of Order
                                         or Notice of Final Order on such holders.



 


		(c)	All
                                         registered holders of Equity Securities shall serve the Notice of Order or Notice of
                                         Final Order, as applicable, on any holder for whose account such registered holder holds
                                         such Equity in excess of 2,160,474 shares of Common Stock and so on down the chain of
                                         ownership for all such holders of Equity Securities in excess of such amounts.



 


		(d)	Any
                                         entity or broker or agent acting on such entity’s behalf who sells in excess of
                                         480,105 shares of Common Stock (i.e., approximately 1% of outstanding Common Stock) to
                                         another entity shall serve a copy of the Notice of Order or Notice of Final Order, as
                                         applicable, on such purchaser of such Equity Securities or any broker or agent acting
                                         on such purchaser’s behalf.



 






    


     


    

 


		(e)	At
                                         least on the first business day of each calendar quarter after the date of the entry
                                         of the Interim Order during the Chapter 11 Cases, all brokers or transfer agents for
                                         any Equity Securities shall serve the Notice of Order until a Notice of Final Order has
                                         been served, and then the Notice of Final Order, on all holders of shares of Common Stock
                                         (whether registered with such broker or transfer agent or not) that are known by the
                                         broker or transfer agent to be in excess of 2,160,474 shares of Common Stock; provided
                                         that if any broker or transfer agent provides the Debtors’ counsel, at the addresses
                                         set forth above, with the names and addresses of such holders known by such broker or
                                         transfer agent to hold in excess of 2,160,474 shares of Common Stock no later than five
                                         business days prior to the expiration of an applicable calendar quarter, the Debtors
                                         shall serve the Notice of Order or Notice of Final Order, as applicable, on such holders.



 


		(f)	To
                                         the extent confidential information is required in any declaration described in these
                                         Procedures, such confidential information may be filed and served in redacted form; provided
                                         that any such declarations served on the Debtors shall not be in redacted form. The Debtors
                                         shall keep all information provided in such declaration strictly confidential and shall
                                         not disclose the contents thereof to any person except to the extent (i) necessary to
                                         respond to a petition or objection filed with the Court, (ii) otherwise required by law,
                                         or (iii) that the information contained therein is already public; provided that the
                                         Debtors may disclose the contents thereof to their professional advisors, who shall keep
                                         all such declarations strictly confidential and shall not disclose the contents thereof
                                         to any other person or entity, subject to further Court order. To the extent confidential
                                         information is necessary to respond to a petition or objection filed with the Court,
                                         such confidential information shall be filed under seal, with a redacted form publicly
                                         filed. 



 






    


     


    

 


Exhibit
1A


 


Declaration
of Status as a Substantial Shareholder


 






    


     


    







 


IN
THE UNITED STATES BANKRUPTCY COURT


FOR
THE NORTHERN DISTRICT OF TEXAS


DALLAS
DIVISION


 


	In
        re:

         

        Tuesday
        Morning Corporation, et al.,1

         

        Debtors.
	§

        §

        §

        §

        §
	Chapter
        11

         

        Case
        No. 20-31476-HDH-11

         

        Jointly
        Administered



 


DECLARATION
OF STATUS AS A SUBSTANTIAL SHAREHOLDER2


 


PLEASE
TAKE NOTICE that the undersigned party is/has become a Substantial Shareholder with respect to the equity securities in Tuesday
Morning Corporation, a Delaware corporation (the “Debtor”) or of any beneficial interest therein (the common
stock of the Debtor and any beneficial interest therein, including Options (as defined in the Order) to acquire such stock, the
“Common Stock” or the “Equity Securities”). The Debtor is a debtor and debtor-in-possession
in Case No. 20-31476-HDH-11 pending in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division.


 


PLEASE
TAKE FURTHER NOTICE that, as of __________, 2020, the undersigned party has Beneficial Ownership of __________ shares of Common
Stock. The following table sets forth the date(s) on which the undersigned party acquired Beneficial Ownership or otherwise has
Beneficial Ownership of such Equity Securities:


 





 






1 The
Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include:
Tuesday Morning Corporation (8532) (“TM Corp.”); TMI Holdings, Inc. (6658) (“TMI Holdings”);
Tuesday Morning, Inc. (2994) (“TMI”); Friday Morning, LLC (3440) (“FM LLC”); Days of the
Week, Inc. (4231) (“DOTW”); Nights of the Week, Inc. (7141) (“NOTW”); and Tuesday Morning
Partners, Ltd. (4232) (“TMP”). The location of the Debtors’ service address is 6250 LBJ Freeway, Dallas,
TX 75240.


2
For purposes of this Declaration, (i) a “Substantial Shareholder” is any entity that has Beneficial Ownership
of at least approximately 2,160,474 shares of the Debtor’s common stock (representing approximately 4.5% of all issued and
outstanding shares); (ii) “Beneficial Ownership” of Equity Securities includes direct and indirect ownership
(e.g., a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries; and
a person or entity would be considered to beneficially own all shares owned or acquired by any entities it controls), ownership
by such holder’s family members and entities acting in concert with such holder to make a coordinated acquisition of stock
and ownership of shares that such holder has an option to acquire (as defined immediately hereafter), and includes all shares
that would be treated as beneficially owned by such person or entity for purposes of Section 382 of the Internal Revenue Code
(26 U.S.C. §382); and (iii) an “Option” to acquire stock includes any contingent purchase, warrant, convertible
debt, put, stock subject to risk of forfeiture, contract to acquire stock or similar interest, regardless of whether it is contingent
or otherwise not currently exercisable.







 






    


     


    

 


	Number
    of Shares	Date
    Acquired
	 	 
	 	 
	 	 
	 	 
	 	 


(Attach
additional page or pages if necessary)


 


PLEASE
TAKE FURTHER NOTICE that the last four digits of the taxpayer identification number of the undersigned party are ________.


 


PLEASE
TAKE FURTHER NOTICE that, pursuant to that certain [Interim/Final] Order Establishing Notification and Hearing Procedures
for Transfers of Certain Equity Securities, this Declaration is being filed with the Court and served upon counsel to the
Debtor.


 


PLEASE
TAKE FURTHER NOTICE that, pursuant to 28 U.S.C. § 1746, under penalties of perjury, the undersigned party hereby declares
that he or she has examined this Declaration and accompanying attachments (if any), and, to the best of his or her knowledge and
belief, this Declaration and any attachments which purport to be part of this Declaration, are true, correct, and complete.


 






    


     


    

 


	 	Respectfully submitted,
	
	 	(Name of Substantial Shareholder)
	






 


	 	 	By:	 






	 	 	Name:	 






	 	 	Address:	 
	 	 	 






	 	 	Telephone:	 






	 	 	Facsimile:	 






	 	 	Email:	 



 


	Dated:	 	 



 






    


     


    

 


Exhibit
1B


 


Declaration
of Intent to Purchase, Acquire, or Otherwise Accumulate Equity Securities


 






    


     


    

 





IN
THE UNITED STATES BANKRUPTCY COURT


FOR
THE NORTHERN DISTRICT OF TEXAS


DALLAS
DIVISION


 


	In
        re:

         

        Tuesday
        Morning Corporation, et al.,1

         

        Debtors.
	 	§

        §

        §

        §

        §
	Chapter
        11

         

        Case
        No. 20-31476-HDH-11

         

        Jointly
        Administered



 


DECLARATION
OF INTENT TO PURCHASE,


ACQUIRE
OR OTHERWISE ACCUMULATE EQUITY SECURITIES 


 


PLEASE
TAKE NOTICE that the undersigned party hereby provides notice of its intention to purchase, acquire or otherwise accumulate one
or more shares of the equity securities in Tuesday Morning Corporation, a Delaware corporation (the “Debtor”)
or a beneficial interest therein (the common stock of the Debtor and any beneficial interest therein, including Options (as defined
in the Order) to acquire such stock, the “Common Stock” or the “Equity Securities”) (the
“Proposed Transfer”).


 


PLEASE
TAKE FURTHER NOTICE that, if applicable, on __________, 2020, the undersigned party filed a Declaration of Status as a Substantial
Shareholder2 with the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy
Court”) and served copies thereof as set forth therein.


 





 









1
The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, include: Tuesday Morning Corporation (8532) (“TM Corp.”); TMI Holdings, Inc. (6658) (“TMI
Holdings”); Tuesday Morning, Inc. (2994) (“TMI”); Friday Morning, LLC (3440) (“FM LLC”);
Days of the Week, Inc. (4231) (“DOTW”); Nights of the Week, Inc. (7141) (“NOTW”); and Tuesday
Morning Partners, Ltd. (4232) (“TMP”). The location of the Debtors’ service address is 6250 LBJ Freeway,
Dallas, TX 75240.


2 For purposes of this Declaration, (i) a “Substantial
Shareholder” is any entity that has Beneficial Ownership of at least approximately 2,160,474 shares of the Debtor’s
common stock (representing approximately 4.5% of all issued and outstanding shares); (ii) “Beneficial Ownership”
of Equity Securities includes direct and indirect ownership (e.g., a holding company would be considered to beneficially
own all shares owned or acquired by its subsidiaries; and a person or entity would be considered to beneficially own all shares
owned or acquired by any entities it controls), ownership by such holder’s family members and entities acting in concert
with such holder to make a coordinated acquisition of stock and ownership of shares that such holder has an option to acquire
(as defined immediately hereafter), and includes all shares that would be treated as beneficially owned by such person or entity
for purposes of Section 382 of the Internal Revenue Code (26 U.S.C. §382); and (iii) an “Option” to acquire
stock includes any contingent purchase, warrant, convertible debt, put, stock subject to risk of forfeiture, contract to acquire
stock or similar interest, regardless of whether it is contingent or otherwise not currently exercisable.







 






    


     


    

 


PLEASE
TAKE FURTHER NOTICE that the undersigned party currently has Beneficial Ownership of _____ shares of Common Stock.


 


PLEASE
TAKE FURTHER NOTICE that, pursuant to the Proposed Transfer, the undersigned party proposes to purchase, acquire or otherwise
accumulate _____ shares of Common Stock or an Option with respect to_____ shares of Common Stock. If the Proposed Transfer is
permitted to occur, the undersigned party will have beneficial ownership of _____ shares of Common Stock after such transfer becomes
effective.


 


PLEASE
TAKE FURTHER NOTICE that the last four digits of the taxpayer identification number of the undersigned party are ________.


 


PLEASE
TAKE FURTHER NOTICE that, pursuant to that certain [Interim/Final] Order Establishing Notification and Hearing Procedures
for Transfers of Certain Equity Securities (the “Order”), this Declaration is being filed with the Bankruptcy
Court and served upon counsel to the Debtors.


 


PLEASE
TAKE FURTHER NOTICE that pursuant to the Order, the undersigned party acknowledges that it is prohibited from consummating the
Proposed Transfer unless and until the undersigned party complies with the Procedures attached to the Order, including as set
forth herein.


 


PLEASE
TAKE FURTHER NOTICE that the Debtors have 15 calendar days after receipt of this Declaration to object to the Proposed Transfer
described herein. If the Debtors or any other party in interest files an objection, such Proposed Transfer will not be effective
unless approved by a final order of the Bankruptcy Court that becomes non-appealable. If the Debtors or any other party in interest
do not object within such 15-day period, then after expiration of such period the Proposed Transfer may proceed solely as set
forth in this Declaration.


 






    


     


    

 


PLEASE
TAKE FURTHER NOTICE that any further transactions contemplated by the undersigned party that may result in the undersigned party’s
purchasing, acquiring or otherwise accumulating additional shares of Equity Securities or an Option with respect thereto will
each require an additional notice filed with the Bankruptcy Court to be served in the same manner as this Declaration.


 


PLEASE
TAKE FURTHER NOTICE that, pursuant to 28 U.S.C. § 1746, under penalties of perjury, the undersigned party hereby declares
that he or she has examined this Declaration and accompanying attachments (if any), and, to the best of his or her knowledge and
belief, this Declaration and any attachments, which purport to be part of this Declaration, are true, correct, and complete.


 


	 	Respectfully submitted,
	
	 	(Name of Declarant)
	






 


	 	 	By:	 






	 	 	Name:	 






	 	 	Address:	 
	 	 	 






	 	 	Telephone:	 






	 	 	Facsimile:	 






	 	 	Email:	 



 


	Dated:	 	 



 






    


     


    

 


Exhibit
1C


 


Declaration
of Intent to Sell, Trade, or Otherwise Transfer Equity Securities


 






    


     


    







 


IN
THE UNITED STATES BANKRUPTCY COURT


FOR
THE NORTHERN DISTRICT OF TEXAS


DALLAS
DIVISION


 


	In
        re:

         

        Tuesday
        Morning Corporation, et al.,1

         

        Debtors.
	 	§

        §

        §

        §

        §
	Chapter
        11

         

        Case
        No. 20-31476-HDH-11

         

        Jointly
        Administered



 


DECLARATION
OF INTENT TO SELL,


TRADE
OR OTHERWISE TRANSFER EQUITY SECURITIES


 


PLEASE
TAKE NOTICE that the undersigned party hereby provides notice of its intention to sell, trade or otherwise transfer shares of
the equity securities in Tuesday Morning Corporation, a Delaware corporation (the “Debtor”) or a beneficial
interest therein (the common stock of the Debtor and any beneficial interest therein, including Options (as defined in the Order)
to acquire such stock, the “Common Stock” or the “Equity Securities”) (the “Proposed
Transfer”).


 


PLEASE
TAKE FURTHER NOTICE that, if applicable, on __________, 2020, the undersigned party filed a Declaration of Status as a
Substantial Shareholder 2 with the United States Bankruptcy Court for the Northern District of Texas (the
“Bankruptcy Court”) and served copies thereof as set forth therein.


 





 






1
The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, include: Tuesday Morning Corporation (8532) (“TM Corp.”); TMI Holdings, Inc. (6658) (“TMI
Holdings”); Tuesday Morning, Inc. (2994) (“TMI”); Friday Morning, LLC (3440) (“FM LLC”);
Days of the Week, Inc. (4231) (“DOTW”); Nights of the Week, Inc. (7141) (“NOTW”); and Tuesday
Morning Partners, Ltd. (4232) (“TMP”). The location of the Debtors’ service address is 6250 LBJ Freeway,
Dallas, TX 75240.


2
For purposes of this Declaration, (i) a “Substantial Shareholder” is any entity that has Beneficial
Ownership of at least approximately 2,160,474 shares of the Debtor’s common stock (representing approximately 4.5% of all
issued and outstanding shares); (ii) “Beneficial Ownership” of Equity Securities includes direct and indirect
ownership (e.g., a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries;
and a person or entity would be considered to beneficially own all shares owned or acquired by any entities it controls), ownership
by such holder’s family members and entities acting in concert with such holder to make a coordinated acquisition of stock
and ownership of shares that such holder has an option to acquire (as defined immediately hereafter), and includes all shares
that would be treated as beneficially owned by such person or entity for purposes of Section 382 of the Internal Revenue Code
(26 U.S.C. §382); and (iii) an “Option” to acquire stock includes any contingent purchase, warrant, convertible
debt, put, stock subject to risk of forfeiture, contract to acquire stock or similar interest, regardless of whether it is contingent
or otherwise not currently exercisable.







 






    


     


    

 


PLEASE
TAKE FURTHER NOTICE that the undersigned party currently has Beneficial Ownership of _____ shares of Common Stock.


 


PLEASE
TAKE FURTHER NOTICE that, pursuant to the Proposed Transfer, the undersigned party proposes to sell, trade, or otherwise transfer
_____ shares of Common Stock or an Option with respect to _____ shares of Common Stock. If the Proposed Transfer is permitted
to occur, the undersigned party will have Beneficial Ownership of _____ shares of Common Stock after the transfer becomes effective.


 


PLEASE
TAKE FURTHER NOTICE that the last four digits of the taxpayer identification number of the undersigned party are ________.


 


PLEASE
TAKE FURTHER NOTICE that, pursuant to that certain [Interim/Final] Order Establishing Notification and Hearing Procedures
for Transfers of Certain Equity Securities (the “Order”), this Declaration is being filed with the Bankruptcy
Court and served upon counsel to the Debtor.


 


PLEASE
TAKE FURTHER NOTICE that pursuant to the Order, the undersigned party acknowledges that it is prohibited from consummating the
Proposed Transfer unless and until the undersigned party complies with the Procedures attached to the Order, including as set
forth herein.


 


PLEASE
TAKE FURTHER NOTICE that the Debtors have 15 calendar days after receipt of this Declaration to object to the Proposed Transfer
described herein. If the Debtors or any party in interest files an objection, such Proposed Transfer will not be effective unless
approved by a final order of the Bankruptcy Court that becomes non-appealable. If no objection is filed within such 15-day period,
then after expiration of such period the Proposed Transfer may proceed solely as set forth in this Declaration.


 






    


     


    

 


PLEASE
TAKE FURTHER NOTICE that any further transactions contemplated by the undersigned party that may result in the undersigned party’s
selling, trading or otherwise transferring shares of Equity Securities or an Option with respect thereto will each require an
additional notice filed with the Bankruptcy Court to be served in the same manner as this Declaration.


 


PLEASE
TAKE FURTHER NOTICE that, pursuant to 28 U.S.C. § 1746, under penalties of perjury, the undersigned party hereby declares
that he or she has examined this Declaration and accompanying attachments (if any), and, to the best of his or her knowledge and
belief, this Declaration and any attachments, which purport to be part of this Declaration, are true, correct, and complete.


 


	 	Respectfully submitted,
	
	 	(Name of Declarant)
	






 


	 	 	By:	 






	 	 	Name:	 






	 	 	Address:	 
	 	 	 






	 	 	Telephone:	 






	 	 	Facsimile:	 






	 	 	Email:	 



 


	Dated:	 	 



 






    


     


    

 



Exhibit
1D


 


Declaration
of Status as a 50-Percent Shareholder


 






    


     


    

 





IN
THE UNITED STATES BANKRUPTCY COURT


FOR
THE NORTHERN DISTRICT OF TEXAS


DALLAS
DIVISION


 


	In
        re:

         

        Tuesday
        Morning Corporation, et al.,1

         

        Debtors.
	§

        §

        §

        §

        §
	Chapter
        11

         

        Case
        No. 20-31476-HDH-11

         

        Jointly
        Administered



 


DECLARATION
OF STATUS AS A 50-PERCENT SHAREHOLDER2


 


PLEASE
TAKE NOTICE that the undersigned party is/has become a 50-Percent Shareholder with respect to the equity securities in Tuesday
Morning Corporation, a Delaware corporation (the “Debtor”) or of any beneficial interest therein (the common
stock of the Debtor and any beneficial interest therein, including Options (as defined in the Order) to acquire such stock, the
“Common Stock” or the “Equity Securities”). The Debtor is a debtor and debtor-in-possession
in Case No. 20-____-11-___ - pending in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division.


 


PLEASE
TAKE FURTHER NOTICE that, as of __________, the undersigned party has Beneficial Ownership of __________ shares of Common Stock.
The following table sets forth the date(s) on which the undersigned party acquired Beneficial Ownership or otherwise has Beneficial
Ownership of such Equity Securities:


 





 














1 The
Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number,
include: Tuesday Morning Corporation (8532) (“TM Corp.”); TMI Holdings, Inc. (6658) (“TMI
Holdings”); Tuesday Morning, Inc. (2994) (“TMI”); Friday Morning, LLC (3440) (“FM
LLC”); Days of the Week, Inc. (4231) (“DOTW”); Nights of the Week, Inc. (7141)
(“NOTW”); and Tuesday Morning Partners, Ltd. (4232) (“TMP”). The location of the
Debtors’ service address is 6250 LBJ Freeway, Dallas, TX 75240.


2 For purposes of these Procedures a “50-Percent
Shareholder” is any entity that at any time since June 30, 2016 has owned Beneficial Ownership of 50 percent or more
of any class of Equity Securities (determined in accordance with section 382(g)(4)(D) of the IRC and the applicable Treasury Regulations
thereunder).




 






    


     


    

 


	Number
    of Shares 3	Date
    Acquired
	 	 
	 	 
	 	 
	 	 
	 	 


(Attach
additional page or pages if necessary)


 


PLEASE
TAKE FURTHER NOTICE that the last four digits of the taxpayer identification number of the undersigned party are ________.


 


PLEASE
TAKE FURTHER NOTICE that, pursuant to that certain [Interim/Final] Order Establishing Notification and Hearing Procedures
for Transfers of Certain Equity Securities, this Declaration is being filed with the Court and served upon counsel to the
Debtors.


 


PLEASE
TAKE FURTHER NOTICE that, pursuant to 28 U.S.C. § 1746, under penalties of perjury, the undersigned party hereby declares
that he or she has examined this Declaration and accompanying attachments (if any), and, to the best of his or her knowledge and
belief, this Declaration and any attachments which purport to be part of this Declaration, are true, correct, and complete.


 





 






3 When
filing this document with the Court, you may redact the number of shares. However, such information must be provided in the copy
of this document that you serve on the Debtors’ counsel.


 






    


     


    







 


	 	Respectfully submitted,
	
	 	(Name of 50-Percent Shareholder)
	






 


	 	 	By:	 






	 	 	Name:	 






	 	 	Address:	 
	 	 	 






	 	 	Telephone:	 






	 	 	Facsimile:	 






	 	 	Email:	 



 


	Dated:	 	 



 







    


     


    

 


Exhibit
1E


 


Declaration
of Intent to Claim a Worthlessness Stock Deduction


 






    


     


    







 


IN
THE UNITED STATES BANKRUPTCY COURT


FOR
THE NORTHERN DISTRICT OF TEXAS


DALLAS
DIVISION


 


	In
        re:

         

        Tuesday
        Morning Corporation, et al.,1

         

        Debtors. 
	 	§

        §

        §

        §

        §
	Chapter
        11

         

        Case
        No. 20-31476-HDH-11

         

        Jointly
        Administered



 


DECLARATION
OF INTENT TO CLAIM A WORTHLESSNESS STOCK DEDUCTION


 


PLEASE
TAKE NOTICE that the undersigned party hereby provides notice of its intention to claim a worthless stock deduction (the “Proposed
Worthlessness Claim”) with respect to one or more shares of the equity securities in Tuesday Morning Corporation, a
Delaware corporation (the “Debtor”) or a beneficial interest therein.


 


PLEASE
TAKE FURTHER NOTICE that, if applicable, on __________, 2020, the undersigned party filed a Declaration of Status as a
Substantial Shareholder 2 with the United States Bankruptcy Court for the Northern District of Texas (the
“Bankruptcy Court”) and served copies thereof as set forth therein.


 





 






1
The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, include: Tuesday Morning Corporation (8532) (“TM Corp.”); TMI Holdings, Inc. (6658) (“TMI
Holdings”); Tuesday Morning, Inc. (2994) (“TMI”); Friday Morning, LLC (3440) (“FM LLC”);
Days of the Week, Inc. (4231) (“DOTW”); Nights of the Week, Inc. (7141) (“NOTW”); and Tuesday
Morning Partners, Ltd. (4232) (“TMP”). The location of the Debtors’ service address is 6250 LBJ Freeway,
Dallas, TX 75240.


2
For purposes of this Declaration, (i) a “Substantial Shareholder” is any entity that has Beneficial
Ownership of at least approximately 2,160,474 shares of the Debtor’s common stock (representing approximately 4.5% of all
issued and outstanding shares); (ii) “Beneficial Ownership” of Equity Securities includes direct and indirect
ownership (e.g., a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries;
and a person or entity would be considered to beneficially own all shares owned or acquired by any entities it controls), ownership
by such holder’s family members and entities acting in concert with such holder to make a coordinated acquisition of stock
and ownership of shares that such holder has an option to acquire (as defined immediately hereafter), and includes all shares
that would be treated as beneficially owned by such person or entity for purposes of Section 382 of the Internal Revenue Code
(26 U.S.C. §382); and (iii) an “Option” to acquire stock includes any contingent purchase, warrant, convertible
debt, put, stock subject to risk of forfeiture, contract to acquire stock or similar interest, regardless of whether it is contingent
or otherwise not currently exercisable.




 






    


     


    

 


PLEASE
TAKE FURTHER NOTICE that, if applicable, on __________, 2020, the undersigned party filed a Declaration of Status as a
50-Percent Shareholder 3 with the United States Bankruptcy Court for the Northern District of Texas (the
“Bankruptcy Court”) and served copies thereof as set forth therein.


 


PLEASE
TAKE FURTHER NOTICE that the undersigned party currently has Beneficial Ownership of _____ shares of Common Stock.


 


PLEASE
TAKE FURTHER NOTICE that, pursuant to the Proposed Worthlessness Claim, the undersigned party proposes to declare that _____ shares
4 of Common Stock became worthless during the tax year ending ______.


 


PLEASE
TAKE FURTHER NOTICE that the last four digits of the taxpayer identification number of the undersigned party are ________.


 


PLEASE
TAKE FURTHER NOTICE that, pursuant to that certain [Interim/Final] Order Establishing Notification and Hearing Procedures
for Transfers of Certain Equity Securities (the “Order”), this Declaration is being filed with the Bankruptcy
Court and served upon counsel to the Debtor.


 


PLEASE
TAKE FURTHER NOTICE that pursuant to the Order, the undersigned party acknowledges that it is prohibited from making the Proposed
Worthlessness Claim unless and until the undersigned party complies with the Procedures attached to the Order, including as set
forth herein.


 


PLEASE
TAKE FURTHER NOTICE that the Debtors have 15 calendar days after receipt of this Declaration to object to the Proposed Worthlessness
Claim described herein. If the Debtors or any party in interest files an objection, such Proposed Worthlessness Claim will not
be effective unless approved by a final order of the Bankruptcy Court that becomes non-appealable. If no objection is filed within
such 15-day period, then after expiration of such period the Proposed Worthlessness Claim may proceed solely as set forth in this
Declaration.


 





 






3 For purposes of these Procedures
a “50-Percent Shareholder” is any entity that at any time since June 30, 2016 has owned Beneficial Ownership
of 50 percent or more of any class of Equity Securities (determined in accordance with section 382(g)(4)(D) of the IRC and the
applicable Treasury Regulations thereunder).


4 When filing this document with the Court, you
may redact the number of shares. However, such information must be provided in the copy of this document that you serve on the
Debtors’ counsel.




 






    


     


    

 


PLEASE
TAKE FURTHER NOTICE that any further claims of worthlessness contemplated by the undersigned party with respect to Common Stock
in the Debtors will each require an additional notice filed with the Bankruptcy Court to be served in the same manner as this
Declaration.


 


PLEASE
TAKE FURTHER NOTICE that, pursuant to 28 U.S.C. § 1746, under penalties of perjury, the undersigned party hereby declares
that he or she has examined this Declaration and accompanying attachments (if any), and, to the best of his or her knowledge and
belief, this Declaration and any attachments, which purport to be part of this Declaration, are true, correct, and complete.


 





	 	Respectfully submitted,
	
	 	(Name of Declarant)
	






 


	 	 	By:	 






	 	 	Name:	 






	 	 	Address:	 
	 	 	 






	 	 	Telephone:	 






	 	 	Facsimile:	 






	 	 	Email:	 



 


	Dated:	 	 



 







    


     


    

 





Exhibit
1F


 


Notice
of Order


 






    


     


    

 





IN
THE UNITED STATES BANKRUPTCY COURT


FOR
THE NORTHERN DISTRICT OF TEXAS


DALLAS
DIVISION


 


	In
        re:

         

        Tuesday
        Morning Corporation, et al.,17

         

        Debtors.

        
	 	§

        §

        §

        §

        §
	Chapter
        11

         

        Case
        No. 20-31476-HDH-11

         

        Jointly
        Administered



 


NOTICE
OF (A) DISCLOSURE PROCEDURES APPLICABLE TO CERTAIN HOLDERS OF EQUITY SECURITIES, (B) DISCLOSURE PROCEDURES FOR TRANSFERS OF AND
DECLARATIONS OF WORTHLESSNESS WITH RESPECT TO CERTAIN HOLDERS OF EQUITY SECURITIES, AND (C) FINAL HEARING ON THE APPLICATION
THEREOF


 


TO:
ALL ENTITIES (AS DEFINED BY SECTION 101(15) OF THE BANKRUPTCY CODE) THAT MAY HOLD EQUITY INTERESTS OF TUESDAY MORNING CORPORATION:


 


PLEASE
TAKE NOTICE THAT on May 27, 2020 (the “Petition Date”), Tuesday Morning Corporation and its debtor affiliates,
as debtors and debtors-in-possession in the above-referenced chapter 11 cases (collectively, the “Debtors”),
filed petitions for relief with the Court under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532
(the “Bankruptcy Code”). Subject to certain exceptions, Bankruptcy Code § 362 operates as a stay of any
act to obtain possession of property of the Debtors’ estates or property from the Debtors’ estates or to exercise
control over property of the Debtors’ estates.


 


PLEASE
TAKE FURTHER NOTICE THAT on the Petition Date, the Debtor filed the Debtors’ Emergency Motion for Entry of Interim and
Final Orders (A) Establishing Notification and Hearing Procedures for Certain Transfers of, and Claims of Worthlessness with Respect
to, Equity Securities and (B) for Related Relief (the “Motion”).


 


PLEASE
TAKE FURTHER NOTICE THAT on May 28, 2020, the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy
Court”) entered the Interim Order (A) Establishing Notification and Hearing Procedures for Certain Transfers of,
and Declarations of Worthlessness with Respect to, Equity Securities and (B) Granting Related Relief (the “Order”),
approving the procedures for certain transfers of, or declarations of worthlessness with respect to, the equity securities in
the Debtors or a beneficial interest therein (the common stock of the Debtor and any beneficial interest therein, including Options
(as defined in the Order) to acquire such stock, the “Common Stock” or the “Equity Securities”),
as set forth in Exhibit 1 of the Order (the “Procedures”).18 Copies of the Order and the
Procedures may be obtained at https://dm.epiq11.com/TuesdayMorning. 


 


PLEASE
TAKE FURTHER NOTICE THAT the final hearing (the “Final Hearing”) on the Motion shall be held on June 15, 2020,
at 1:30 p.m., prevailing Central Time. Any objections or responses to entry of the final order shall be filed no later than June
14, 2020, at 4:00 p.m., prevailing Central Time, and served on the following parties:


 


PLEASE
TAKE FURTHER NOTICE THAT the following Procedures apply to transfers of Common Stock or Equity Securities:


 


(a)  
Any person or entity (as defined in Bankruptcy Code § 101(15)) who currently is or becomes a Substantial Shareholder (as
such term is defined in paragraph (e) below) must file with the Court, and serve upon counsel to the Debtors, a declaration of
such status, substantially in the form of Exhibit 1A attached to the Procedures, on or before the later of (i) 30
days after the date of the Notice of Order (as defined herein) and (ii) ten days after becoming a Substantial Shareholder.


 





 






17
The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification
number, include: Tuesday Morning Corporation (8532) (“TM Corp.”); TMI Holdings, Inc. (6658) (“TMI
Holdings”); Tuesday Morning, Inc. (2994) (“TMI”); Friday Morning, LLC (3440) (“FM LLC”);
Days of the Week, Inc. (4231) (“DOTW”); Nights of the Week, Inc. (7141) (“NOTW”); and Tuesday
Morning Partners, Ltd. (4232) (“TMP”). The location of the Debtors’ service address is 6250 LBJ Freeway,
Dallas, TX 75240.


18 Capitalized terms used in this Notice and not
otherwise defined herein shall have the meanings ascribed to such terms in the Motion or Order as applicable.




 






    


     


    

 


(b)  
Prior to effectuating any transfer of Equity Securities that would result in an increase in the amount of Equity Securities of
which a Substantial Shareholder has Beneficial Ownership (as such term is defined in paragraph (e) below) or would result in a
person or an entity becoming a Substantial Shareholder, such person or entity must file with the Court, and serve upon counsel
to the Debtors an advance written declaration of the intended transfer of Equity Securities in the form of Exhibit 1B
attached to the Procedures (each, a “Declaration of Intent to Purchase, Acquire or Otherwise Accumulate Equity Securities”).


 


(c)  
Prior to effectuating any transfer of Equity Securities that would result in a decrease in the amount of Equity Securities of
which a Substantial Shareholder has Beneficial Ownership or would result in a person or an entity ceasing to be a Substantial
Shareholder, such Substantial Shareholder must file with the Court, and serve upon counsel to the Debtors an advance written declaration
of the intended transfer of Equity Securities in the form of Exhibit 1C attached to the Procedures (each, a “Declaration
of Intent to Sell, Trade, or Otherwise Transfer Equity Securities” and with a Declaration of Intent to Purchase, Acquire
or Accumulate Equity Securities, each, a “Declaration of Proposed Transfer”).


 


(d)  
The Debtors shall have 15 calendar days after filing and service of a Declaration of Proposed Transfer to file with the Court
and serve on such Substantial Shareholder an objection to any proposed transfer of Equity Securities described in the Declaration
of Proposed Transfer on the grounds that such transfer might adversely affect the Debtors’ ability to utilize the Tax Attributes.
If the Debtors or any other party with standing files an objection, such transaction would not be effective unless such objection
is withdrawn by the Debtors or such transaction is approved by a final order of the Court that becomes non-appealable. If no party
objects within such 15-day period, such transaction may proceed solely as set forth in the Declaration of Proposed Transfer. Further
transactions within the scope of this paragraph must be the subject of additional notices in accordance with the procedures set
forth herein, with an additional 30-day waiting period for each Declaration of Proposed Transfer.


 


(e)  
For purposes of these procedures, (i) a “Substantial Shareholder” is any entity that has Beneficial Ownership
of at least approximately 2,160,474 shares of the Debtors’ common stock (representing approximately 4.5% of all issued and
outstanding shares); (ii) “Beneficial Ownership” of Equity Securities includes direct and indirect ownership
(e.g., a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries; and
a person or entity would be considered to beneficially own all shares owned or acquired by any entities it controls), ownership
by such holder’s family members and entities acting in concert with such holder to make a coordinated acquisition of stock
and ownership of shares that such holder has an option to acquire (as defined immediately hereafter), and includes all shares
that would be treated as beneficially owned by such person or entity for purposes of Section 382 of the Internal Revenue Code
(26 U.S.C. §382); and (iii) an “Option” to acquire stock includes any contingent purchase, warrant, convertible
debt, put, stock subject to risk of forfeiture, contract to acquire stock or similar interest, regardless of whether it is contingent
or otherwise not currently exercisable.


 


PLEASE
TAKE FURTHER NOTICE THAT The following Procedures apply to declarations of worthlessness of Equity Securities or Common Stock:


 


(a)  
Any Entity that currently is or becomes a 50-Percent Shareholder must file with the Court and serve by email and first class mail
upon the Notice Parties a declaration of such status, substantially in the form of Exhibit 1D attached to the Procedures
(each, a “Declaration of Status as a 50-Percent Shareholder”), on or before the later of (i) 30 calendar days
after the date of the Notice of Order, and (ii) 10 business days after becoming a 50- Percent Shareholder.


 


(b)  
Fifteen days prior to filing any federal or state tax return or any amendment to such a return that claims any deduction for worthlessness
with respect to the Equity Securities for a tax year ending before the Debtors’ emergence from chapter 11 protection, such
50-Percent Shareholder must file with the Court and serve by email and first class mail upon the Notice Parties an advance written
declaration substantially in the form of Exhibit 1E attached to the Procedures (each, a “Declaration of
Intent to Claim a Worthless Stock Deduction”) of the intended claim of worthlessness.


 






    


     


    

 


(c)  
The Debtors shall have 15 calendar days after receipt of a Declaration of Intent to Claim a Worthless Stock Deduction to file
with the Court and serve on such 50-Percent Shareholder an objection to any proposed claim of worthlessness described in the Declaration
of Intent to Claim a Worthless Stock Deduction on the grounds that such transfer might adversely affect the Debtors’ ability
to utilize the Tax Attributes. If the Debtors or any other party with standing files an objection, the filing of the return or
amendment with such claim remains ineffective pending a final ruling on the objection (and thereafter in accordance with the ruling
and applicable appellate rules and procedures), and the 50-Percent Shareholder shall be required to file an amended tax return
revoking such proposed deduction if the Court ultimately sustains the objection. If no objection is filed and served within such
15 day period, the filing of the return or amendment with such claim will be permitted as set forth in the Declaration of Intent
to Claim a Worthless Stock Deduction. If no party objects within such 15-day period, the filing of the return or amendment with
such claim may proceed solely as set forth in the Declaration of Intent to Claim a Worthless Stock Deduction. Additional returns
or amendments within the scope of this paragraph must be the subject of additional notices in accordance with the procedures set
forth herein, with an additional 15-day waiting period for each Declaration of Intent to Claim a Worthless Stock Deduction.


 


(d)  
For purposes of these Procedures a “50-Percent Shareholder” is any entity that at any time since June 30, 2016
has owned Beneficial Ownership of 50 percent or more of any class of Equity Securities (determined in accordance with section
382(g)(4)(D) of the IRC and the applicable Treasury Regulations thereunder).


 


PLEASE
TAKE FURTHER NOTICE THAT The following notice procedures apply to these Procedures:


 


(a)  
The Debtors shall serve by first class mail, postage prepaid, this notice of the entry of the Order (the “Notice of Order”)
to (i) the Office of the United States Trustee; (ii) the Debtors’ secured creditors; (iii) those persons who have formally
appeared and requested notice and service in these proceedings pursuant to Bankruptcy Rules 2002 and 3017; (iv) counsel for the
proposed DIP Agent; (v) counsel for any official committees appointed by this Court; (vi) the list of the 20 largest unsecured
creditors in each of the Debtors cases; (vii) all governmental agencies having a regulatory or statutory interest in these cases;
(viii) the Securities and Exchange Commission; (ix) the Internal Revenue Service; (x) all registered holders of Equity Securities
in the Debtors; and (xi) the Debtors’ brokers or transfer agents for any Equity Securities through its noticing agent, Epiq.
Additionally, no later than two business days following entry of the Final Order, the Debtors shall serve a revised Notice of
Order modified to reflect that the Final Order has been entered (as modified, the “Notice of Final Order”)
on the same entities that received the Notice of Order. 


 


(b)  
All brokers or transfer agents for any Equity Securities shall be required to serve the Notice of Order on all holders of Equity
Securities (whether registered with such broker or transfer agent or not) that are known by the broker or transfer agent to be
in excess of 2,160,474 shares of Equity Securities no later than five business days after being served with the Notice of Order
or Notice of Final Order, as applicable; provided that if any broker or transfer agent provides the Debtors’ undersigned
counsel with the names and addresses of all such holders known by such broker or transfer agent to hold in excess of 2,160,474
shares of Equity Securities no later than three business days after being served with the Notice of Order or Notice of Final Order,
as applicable, the Debtors’ undersigned counsel shall be required to serve such Notice of Order or Notice of Final Order
on such holders.


 


(c)  
All registered holders of Equity Securities shall serve the Notice of Order or Notice of Final Order, as applicable, on any holder
for whose account such registered holder holds such Equity in excess of 2,160,474 shares of Common Stock and so on down the chain
of ownership for all such holders of Equity Securities in excess of such amounts.


 


(d)  
Any entity or broker or agent acting on such entity’s behalf who sells in excess of 480,105 shares of Common Stock (i.e.,
approximately 1% of outstanding Common Stock) to another entity shall serve a copy of the Notice of Order or Notice of Final Order,
as applicable, on such purchaser of such Equity Securities or any broker or agent acting on such purchaser’s behalf.


 


(e)  
At least on the first business day of each calendar quarter after the date of the entry of the Interim Order during the Chapter
11 Cases, all brokers or transfer agents for any Equity Securities shall serve the Notice of Order until a Notice of Final Order
has been served, and then the Notice of Final Order, on all holders of shares of Common Stock (whether registered with such broker
or transfer agent or not) that are known by the broker or transfer agent to be in excess of 2,160,474 shares of Common Stock;
provided that if any broker or transfer agent provides the Debtors’ counsel, at the addresses set forth above, with the
names and addresses of such holders known by such broker or transfer agent to hold in excess of 2,160,474 shares of Common Stock
no later than five business days prior to the expiration of an applicable calendar quarter, the Debtors shall serve the Notice
of Order or Notice of Final Order, as applicable, on such holders.


 






    


     


    

 


PLEASE
TAKE FURTHER NOTICE THAT to the extent confidential information is required in any declaration described in the Procedures, such
confidential information may be filed and served in redacted form; provided that any such declarations served on the Debtors shall
not be in redacted form. The Debtors shall keep all information provided in such declaration strictly confidential and shall not
disclose the contents thereof to any person except to the extent (i) necessary to respond to a petition or objection filed with
the Court, (ii) otherwise required by law, or (iii) that the information contained therein is already public; provided that the
Debtors may disclose the contents thereof to their professional advisors, who shall keep all such declarations strictly confidential
and shall not disclose the contents thereof to any other person or entity, subject to further Court order. To the extent confidential
information is necessary to respond to a petition or objection filed with the Court, such confidential information shall be filed


 


PLEASE
TAKE FURTHER NOTICE THAT, upon the request of any entity, the Debtors’ undersigned counsel will provide a copy of the Order,
the Procedures, and a form of each of the required declarations described above in a reasonable period of time.


 


PLEASE
TAKE FURTHER NOTICE THAT FAILURE TO FOLLOW THE PROCEDURES SET FORTH IN THIS NOTICE SHALL CONSTITUTE A VIOLATION OF, AMONG OTHER
THINGS, THE AUTOMATIC STAY PROVISIONS OF BANKRUPTCY CODE § 362. 


 


PLEASE
TAKE FURTHER NOTICE THAT ANY PROHIBITED PURCHASE, SALE, TRADE, OR OTHER TRANSFER OF EQUITY SECURITIES OR COMMON STOCK IN THE DEBTOR
OR OPTION WITH RESPECT THERETO IN VIOLATION OF THE ORDER SHALL BE NULL AND VOID AB INITIO AND MAY BE PUNISHED BY CONTEMPT
OR OTHER SANCTIONS IMPOSED BY THE BANKRUPTCY COURT.


 


PLEASE
TAKE FURTHER NOTICE THAT the requirements set forth in this Notice are in addition to the requirements of applicable law and do
not excuse compliance therewith.


 


RESPECTFULLY
SUBMITTED this 29th day of May, 2020.


 


	 	HAYNES
    AND BOONE, LLP






	 	By:	 /s/ Ian T. Peck






	 	Ian T. Peck
	 	State Bar No. 24013306
	 	Stephen M. Pezanosky
	 	State Bar No. 15881850
	 	Jarom J. Yates
	 	State Bar No. 24071134
	 	HAYNES AND BOONE,
    LLP
	 	2323 Victory Avenue,
    Suite 700
	 	Dallas, TX 75219
	 	Telephone: 214.651.5000
	 	Facsimile: 214.651.5940
	 	Email: ian.peck@haynesboone.com
	 	Email: stephen.pezanosky@haynesboone.com
	 	Email: jarom.yates@haynesboone.com
	 	PROPOSED ATTORNEYS
    FOR DEBTORS