Voting Agreement
On September 9, 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 Issuers 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 Issuers 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 Nasdaqs listing rules and allow for the conversion in full of the Convertible Notes . 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.
The foregoing description of the Voting Agreement is qualified in its entirety by the full text of the Voting Agreement, which is attached at
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 warrants 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.
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