Exhibit 10.1

Wells Fargo Bank, National Association 100 Park Avenue New York, New York   10017 Telephone  212 703 3500 Facsimile 212 703 3520

December 7, 2017

Stanley Furniture Company, Inc.

200 North Hamilton Street

No. 200

High Point, North Carolina 27260

Attn: Anita Wimmer

Gentlemen:

Reference is made to that certain Credit Agreement, dated as of October 25, 2016, as the same has been, and as the same may be further, amended, restated, supplemented or otherwise modified from time to time (the “ Credit Agreement ”), by and between among STANLEY FURNITURE COMPANY, INC., a Delaware corporation (the “ Company ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“ Wells Fargo ”), and to any ancillary documents and agreements relating thereto (collectively with the Credit Agreement, the “ Loan Documents ”).

The Company has advised Wells Fargo that it intends to sell substantially all of the Company’s assets to the Buyer (defined below) pursuant to that certain Asset Purchase Agreement, dated as of November 20, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “ APA ”), between the Company, as Seller, and Churchill Downs LLC, a Delaware limited liability company (the “ Buyer ”), as Buyer. The Company’s entry into the APA is prohibited by Section 5.3 (i) of the Credit Agreement.

Additionally, the Company has advised Wells Fargo that its existing Chief Executive Officer (“ CEO ”) will cease to hold such position from and after December 7, 2017, and that Matthew W. Smith will be appointed on such date as interim CEO in his place (the “ Interim CEO ”). Pursuant to Section 5.3(c) of the Credit Agreement, the Borrower is obligated to provide Wells Fargo with prompt written notice of the foregoing, and the Interim CEO must pass background checks required by Wells Fargo’s “know your customer” requirements and otherwise be consented to by Wells Fargo, such consent not to be unreasonably withheld.

The Company has requested that Wells Fargo (i) consent to the Company’s entry into the APA, notwithstanding the negative covenants contained in the Credit Agreement, (ii) acknowledge receipt of the Company’s notice regarding resignation of the CEO and the appointment of the Interim CEO, (iii) undertake all necessary background checks of the Interim CEO promptly, and (iv) consent to the replacement of the CEO by the Interim CEO if the Interim CEO passes such background checks, in the determination of Wells Fargo. Subject to the terms as more fully set forth hereinbelow and subject to satisfaction of the conditions contained herein, Wells Fargo and the Company hereby agree to the following:

Wells Fargo Bank, National Association 100 Park Avenue New York, New York   10017 Telephone  212 703 3500 Facsimile 212 703 3520

Wells Fargo Bank, National Association 100 Park Avenue New York, New York   10017 Telephone  212 703 3500 Facsimile 212 703 3520

In addition to those Events of Default as set forth in Section 6.1 of the Credit Agreement, the following shall constitute Events of Default under the Credit Agreement:

The Company agrees that if any of the fo regoing additional Events of Default occurs, it shall provide notice to Wells Fargo within two (2) Business Days after it becomes aware of the occurrence of such Event of Default in accordance with the notice requirements set forth in the Loan Documents.

Wells Fargo Bank, National Association 100 Park Avenue New York, New York   10017 Telephone  212 703 3500 Facsimile 212 703 3520

[Signature Page Follows]

Wells Fargo Bank, National Association 100 Park Avenue New York, New York   10017 Telephone  212 703 3500 Facsimile 212 703 3520

Please kindly sign and return the enclosed copy of this letter to the undersigned at the address listed above.

READ AND AGREED TO:

STANLEY FURNITURE COMPANY, INC.

By :      /s/ Anita Wimmer                                           

     Name: Anita Wimmer

     Title: Vice President – Finance/Corporate Controller

Wells Fargo Bank, National Association 100 Park Avenue New York, New York   10017 Telephone  212 703 3500 Facsimile 212 703 3520

Guarantor Acknowledgment

The undersigned, a G uarantor of the obligations of the Company under the Credit Agreement and the other Loan Documents, hereby (i) acknowledges and agrees to this letter agreement and the consents set forth herein, and (ii) reaffirms its obligations under the Guaranty executed by the undersigned in favor of Wells Fargo and each of the other Loan Documents to which it is a party.

STANLEY FURNITURE COMPANY 2.0, LLC

By :      /s/ Anita Wimmer                                                      

   Name: Anita Wimmer

   Title: Vice President – Finance/Corporate Controller

Exhibit 10.2

SEPARATION AGREEMENT

THIS SEPARATION AGREEMENT (the “ Agreement ”) is entered into by and between Glenn Prillaman (“ Executive ”) and Stanley Furniture Company, Inc., a Delaware corporation (the “ Company ”).

WHEREAS , in contemplation of the expected sale of substantially all of the Company’s assets to Churchill Downs LLC, a Delaware limited liability company (“ Buyer ”), pursuant to the Asset Purchase Agreement dated November 20, 2017 between the Company and Buyer (the “ Purchase Agreement ”), Executive and the Company have mutually agreed that it is in their best interests to enter into this Agreement to effect an amicable separation from employment.

NOW, THEREFORE , in consideration of the foregoing and the mutual agreements contained herein, the parties agree as follows:

1.       Resignation . Executive hereby resigns from his employment with the Company and as the President and Chief Executive Officer of the Company, effective as of December 7, 2017 (the “ Separation Date ”). Executive also hereby resigns, effective as of the Separation Date, from any other officer, director, or manager positions that Executive holds with the Company or its affiliates.

2.       Separation Benefits . In exchange for Executive timely executing, not revoking, and complying with this Agreement, the Company will provide Executive the following compensation and benefits, subject to the conditions in this Agreement:

(a)      Severance Payment . The Company will pay Executive a lump sum severance payment of $255,000 within 2 business days following the Separation Date.

(b)     Vesting of Restricted Stock . The 491,607 shares of unvested Restricted Stock of the Company held by Executive, and that have not previously lapsed, as of the Separation Date shall automatically vest on the Separation Date. Executive in his discretion may require the Company to effect a “net settlement” by repurchasing shares of Restricted Stock for settlement of tax withholding obligations in an amount up to the maximum allowable rate.

(c)      Change in Control Payment . The Company will pay Executive a lump sum payment of $510,000 (the “ Lump Sum Payment ”) upon or within 2 business days following the closing of the transaction contemplated by the Purchase Agreement (the “ Closing ”), or, if the Purchase Agreement is terminated before the Closing, then upon or within 2 business days following such termination, provided, however, that in any event, the Lump Sum Payment will be paid no later than six (6) months following the Separation Date.

3.       General Release .

(a)     Except as set forth in Section 4 below, Executive, for Executive and Executive’s heirs, executors, legal representatives, administrators, and assigns, hereby fully releases, waives, and discharges, to the fullest extent permitted by applicable law, each of the Released Parties (as defined below) of and from any and all claims, actions, contracts, agreements, damages, penalties, fines, interest, injunctive relief, attorneys’ fees, costs, and demands based on any facts, acts, omissions, events, or agreements existing or occurring prior to the date that Executive signs this Agreement. Without limiting the generality of the foregoing, this release and waiver includes all claims arising from or related to Executive’s employment with or separation from the Company and its affiliates, any compensation or benefits from the Company or its affiliates, any alleged harassment or discrimination, any claims arising under Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, the Family & Medical Leave Act, the Executive Retirement Income Security Act, the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq ., any North Carolina statute, and any other federal, state or local statute, regulation or common law theory. Executive also affirms that Executive has no known work related injuries or occupational diseases related to Executive’s employment with the Company or its affiliates.

(b)    The “ Released Parties ” means the Company and each of its affiliates and subsidiaries, as well as all of such entities’ respective present and former officers, directors, managers, shareholders, members, owners, executives, agents, benefit plans, insurers, attorneys, predecessors, successors and assigns. Each of the Released Parties is an intended third party beneficiary of this Agreement.

(c)     This Agreement covers both claims that Executive knows about or suspects as well as those Executive does not know about or does not suspect. Executive understands the significance of Executive’s release of unknown and unsuspected claims, and Executive expressly waives all rights afforded by any statute or common law doctrine which limits the effect of a release with respect to unknown and unsuspected claims. Executive represents that Executive has not assigned or transferred, or purported to assign or transfer, all or any part of any claim released by this Agreement.

(d)     For the avoidance of doubt, Executive acknowledges and agrees that Executive does not have, and will not have, any rights to payment or benefits under Executive ’s Change in Control Protection Agreement with the Company dated December 11, 2009 and amended and restated December 11, 2015 (the “ CIC Agreement ”). The CIC Agreement is hereby terminated.

4.      Accrued Rights . Notwithstanding the terms above, this Agreement shall not release or waive Executive’s rights under this Agreement or with respect to: (a) any unpaid base salary for the period of time since the Company’s last payroll date through Executive’s Separation Date; (b) any accrued but unused Paid Time Off; (c) any unreimbursed and reasonable business expenses submitted by Executive within five (5) business days after the Separation Date, in accordance with Company policy; (c) any vested 401(k) retirement plan balance; (d) any general right to elect certain benefit coverage continuation at Executive’s expense under COBRA; (e) any rights to indemnification pursuant to the Company’s By-Laws or organizational documents, as they may be amended from time to time, or the Indemnification Agreement dated as of December 12, 2014 between Executive and the Company; or (f) any rights to coverage under the directors’ and officers’ liability insurance policies maintained by the Company from time to time.

5.      Knowing and Voluntary Waiver . The Company advises Executive to consult a lawyer concerning the terms of this Agreement. By signing below, Executive acknowledges that Executive has carefully read this Agreement, that Executive knows and understands the contents of this Agreement, and that Executive voluntarily executes this Agreement of Executive’s own free will.

6.       Restrictive Covenants .

(a)     Executive acknowledges that he remains bound by, and Executive shall comply with, the post-employment obligations set forth in the following sections of his Employment Agreement with the Company dated July 22, 2016 and amended effective November 30, 2016 (the “ Employment Agreement ”): Section 7 (Non-Interference Restriction), Section 8 (Non-Solicitation of Employees) (as specifically amended below), Section 9 (Confidential Information) and Section 10 (Return of Property) (collectively, the “ Post- Employment Obligations ”). The Post-Employment Obligations are incorporated herein by reference. The parties agree that Section 8 (Non-Solicitation of Employees) of the Employment Agreement is amended by deleting the language in that Section in its entirety and replacing it with the following:

Except with the prior consent in writing of the Board, the Employee shall not during the Restricted Period directly or indirectly, on his own behalf or on behalf of any other person, solicit the employment of, offer employment to, entice away, or in any other manner persuade or attempt to persuade to leave, any person who is then or was at any time during the preceding six months employed by the Company.

For the avoidance of doubt, the parties agree that Section 6 (Non-Competition Restriction) of the Employment Agreement is not incorporated into this Agreement and shall be of no further force and effect.

(b)     In the event the Closing occurs , or the Purchase Agreement is terminated prior to the Closing and another buyer (the “ Alternative Buyer ”) acquires in 2018 all or substantially all of the Company’s assets, business or equity, then thereafter: (i) Buyer or Alternative Buyer, as applicable, shall be able to enforce the Post-Employment Obligations against Executive; and (ii) to the extent necessary to provide the business operated by Buyer or Alternative Buyer, as applicable, with the assets, business or equity purchased from the Company the protections included in the Post-Employment Obligations, the “Company” as used in the Post-Employment Obligations shall include Buyer or Alternative Buyer, as applicable.

(c)     Executive agrees not to make any disparaging comments about Buyer (or, if applicable, Alternative Buyer) or its business, products, directors or employees, whether in writing, verbally, or on any online forum

7.      Government Agencies . Notwithstanding any other provision in this Agreement, this Agreement does not prohibit Executive from filing a charge with, communicating with, or testifying before a federal or state government agency or official , for the purpose of reporting or investigating a suspected violation of law. However, Executive waives the right to any damages or other relief (other than a benefit or remedy pursuant to Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, if applicable) with respect to any claim released pursuant to this Agreement in any government, administrative or other action. Also, for the avoidance of doubt, Executive is not permitted to reveal to any third-party any Company information that is protected from disclosure by the attorney-client privilege or attorney work product doctrine.

8.      Section 280G . Notwithstanding any provision of this Agreement to the contrary, if in connection with a Change in Control (as defined in the CIC Agreement), Executive becomes entitled to any payment and/or benefits provided by this Agreement or any other amounts in the nature of compensation, whether alone or together with other payments or benefits that Executive receives or realizes or is then entitled to receive or realize from the Company or any of its affiliates or any other person whose actions result in the Change in Control (collectively, the “ Total Payments ”), and such payments and/or benefits would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”) and/or any corresponding and applicable state law provision, the payments and/or benefits provided to Executive under this Agreement will be reduced to the extent necessary so that no portion of the Total Payments will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “ Excise Tax ”); but only if (a) the net amount of such payments and benefits, as so reduced (and after subtracting the net amount of federal, state and local income and employment taxes on such reduced payments and benefits) is greater than or equal to (b) the net amount of such payments and benefits without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such payments and benefits and the amount of Excise Tax to which Executive would be subject in respect of such unreduced payments and benefits).

9.      Section 409A . The parties acknowledge that Executive is a “specified employee” as defined in Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, if any delay in any payments or benefits otherwise payable hereunder is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will delay the payment of any such payments or benefits hereunder (without any reduction in the payments or benefits ultimately paid or provided to Executive) until the date that is six (6) months and one day following Executive's separation from service with the Company (or the earliest date permitted under Section 409A of the Code), whereupon the Company will pay Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to Executive under this Agreement during the period in which such payments or benefits were delayed.

10.      Tax Withholding . The Company may withhold from any amounts payable under this Agreement such federal, state and local income and employment taxes as the Company shall determine is required to be withheld pursuant to any applicable law or regulation.

11.      Governing Law and Exclusive Venue . This Agreement shall be governed by the laws of the State of North Carolina, without regard to the choice of law principles of any jurisdiction. Each party agrees that any litigation under this Agreement shall occur exclusively in a state or federal court in Guilford County, North Carolina and in no other venue. As such, each party irrevocably consents to the jurisdiction of and venue in the courts in Guilford County, North Carolina for all disputes with respect to this Agreement. Executive agrees to service of process in any such dispute via FedEx to Executive’s last home address in the Company’s records, without limiting other service methods allowed by applicable law. The parties agree that the terms in this Section are material to this Agreement, and that they will not challenge the enforceability of this Section in any forum.

12.      Miscellaneous . No modification, termination, or attempted waiver of any of the provisions of this Agreement shall be binding upon a party unless reduced to writing and signed by that party. This Agreement shall be construed according to a plain reading of its terms and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision in this Agreement. This Agreement (including the recitals and the Employment Agreement provisions incorporated herein by reference) constitutes the entire agreement between the parties pertaining to the subject matter contained herein.

Signature Page Follows

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the dates set forth below.

5

Exhibit 10.3

October 21, 2017

M r. Steven Hale

Director

Stanley Furniture Co ., Inc .

200 N Hamilton St,

High Point, NC 27260

Re: Finley Group Engagement

Dear Steve:

We would like to thank you for the opportunity to submit this propos al, which offers our services to Stanley Furniture Co., Inc. (“Stanley” or “Company”). The Finley Group, Inc. (“TFG”) has completed hundreds of assignments since 1985 and is well suited for this engagement. Our extensive experience helping companies that are experiencing transition and execution of a sale transaction in similar situations provides us a solid foundation to perform the tasks necessary to successfully assist you in a timely and cost-effective manner.

Scope of Services

TFG will provide Matthew Smith (“Matt”) as a Consultant to the Company. Matt will work in a collaborative manner with the Company’s Senior and Executive Management Team, but will report to the Board of Directors, individually and collectively. If needed, Matt is prepared to become an Interim Officer of the Company to fill any vacancies that may exist, to ensure uninterrupted progress of the goals set by the Board and the Company. If this situation arises, this engagement letter may be amended to address the specific needs at that time.

We will serve as a financial advisor to the Company. We will:

Stanley Furniture Co., Inc.

Page 2

Team Members

The Scope of Services will be staffed primarily by Matthew Smith, a Managing Director, who will serve as the Engagement Principal and will be responsib le for the field-work. Others within the firm are available to support the engagement, as needed, and can be utilized where expertise or billing rates are appropriate for the given task. Any changes or additions to the TFG engagement team will be approved in writing by the Board. All TFG Team Members will work together to minimize duplication of efforts and ensure delivery of timeline objectives.

We are committed to commence this engagement imme diately upon your authorization.

Based on our discussions and agreement, a discounted daily billing rate $2,000/Day will be used for Matt Smith, with a weekly cap of $9,000/Week. If Matt Smith becomes an Interim Officer of the Company, a daily billing rate of $3,000/Day will be utilized and a weekly cap will be agreed by both parties. When daily rates are used, increments of ¼ day will be utilized.

In accordance with our customary practice, we will require a retainer in the amount of $ 20,000 before we commence our field-work and analysis. We will apply all invoices against the retainer and payments will go to refresh the retainer account. Invoices will be presented monthly and will include actual out-of-pocket expenses (no mark-up on expenses). Payment of invoices is expected within 7 days. Out of town travel time will be included in the daily rate, but is customarily billed at 50% of our rates as stated above. Upon completion of the engagement, we will apply the retainer balance against our final billing under this engagement and any portion of the retainer in excess of final billings will be returned to the Company.

Other

1.     Our fees are not contingent upon the results of this engagement. We do not predict either results or final developments in this matter.

2.     While our work may include an analysis of financial data and preparation of financial statements and projections from Company information, this engagement will not include an audit, compilation or review of financial statements in accordance with generally accepted auditing standards. Accordingly, as part of this engagement, TFG will not express an opinion on any financial statements of the Company.

Stanley Furniture Co., Inc.

Page 3

3.     All reports and work product generated by TFG during this engagement are meant for the Board and the Company. Unless expressly provided for herein , the Board or the Company shall not disclose any of the work or analyses performed by TFG during this engagement to any third party without the prior written consent of TFG.

4.     As a part of this engagement, TFG may be requested to assist the Company (and its legal or other advisors) in discussions with stakeholders and other interested parties. In the event that we participate in such discussions, the representations made and the positions advanced will be those of the Company, not TFG, its principals or employees.

5.     Our engagement hereunder may be terminated any time by either party from the execution date of this agreement upon written notice thereof to the other party; however, the confidentiality provisions between the parties and the compensation and expense reimbursement provisions will survive such termination.

6.     The terms of this proposal are extended through October 31, 2017. If the Proposal is not executed by that deadline, a new proposal will need to be prepared.

7.     The Company shall indemnify and hold TFG harmless per the terms stated in Exhibit A.

We welcome the opportunity to discuss the possible engagement further and refine the scope of services to meet your expectations.

If you have any questions, please call me at (704) 578-9900.

Stanley Furniture Co., Inc.

Page 4

Exhibit A

Indemnification

The Company shall indemnify and hold TFG harmless from and against any and all reasonable, documented, out of pocket expenses (including reasonable attorneys’ fees), judgments and fines (if such settlement is approved in advance by the Company) incurred by reason of being made a party or threatened to be made a party to any civil, criminal, administrative or investigative action or suit (a “Claim”), by reason of any act or omission to act before or after the acceptance date of this agreement arising out of and in any way related to this engagement, save and except for claims arising from any gross negligence, bad faith, fraud or willful misconduct on the part of TFG or its agents or employees to the extent permitted by applicable law. It is expressly the intention of the parties hereto that TFG shall be indemnified by the Company in the manner set forth and to the maximum extent permitted by applicable law. In the event the Company shall be obligated hereunder to pay the expenses of any Claim, TFG shall promptly notify the Company of any claim and the Company shall be entitled to assume the defense of such Claim with counsel approved by TFG, which approval shall not be unreasonably withheld, upon the delivery to TFG of written notice of its election to do so. After delivery of such notice, approval of such counsel by TFG and the retention of such counsel by the Company, the Company will not be liable to TFG under this Agreement for any fees of counsel subsequently incurred by TFG with respect to the same Claim; provided that (i) TFG shall have the right to employ TFG’s counsel in any such Claim at TFG’s expense and (ii) if (A) the employment of counsel by TFG has been previously authorized by the Company, (B) the Company and TFG shall have reasonably concluded that there is a conflict of interest between the Company and TFG in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of TFG’s counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim against TFG without the consent of TFG.

Accepted and Agreed:

/s/ John D. Lapey

Company

By:       John D. Lapey

Title:   Chairman of the Board

Date:   October 23, 2017

Exhibit 10.4

SHARE PURCHASE AGREEMENT

This SHARE PURCHASE AGREEMENT (this “ Agreement ”) is made as of December 8, 2017 (the “ Effective Date ”), between Hale Partnership Fund, L.P., a Delaware limited partnership (the “ Buyer ”), TALANTA Fund, L.P., a Delaware limited partnership (the “ Selling Stockholder ”), TALANTA Investment Group, LLC, a Delaware limited liability company and general partner of the Selling Stockholder (the “ TALANTA GP ”), and Justyn R. Putnam, investment manager and managing member of the TALANTA GP (“ Putnam ” and, collectively with the Selling Stockholder and the TALANTA GP, the “ Putnam Parties ”). The Buyer and the Putnam Parties may be collectively referred to herein as the “ Parties ”, or individually as a “ Party ”. Stanley Furniture Company, Inc. (the “ Company ”) hereby joins as a party to this Agreement solely with respect to ARTICLE 4 of this Agreement.

WITNESSETH:

WHEREAS (i)  the Selling Stockholder wishes to sell certain shares of common stock, par value $0.02 per share, of the Company (the “ Common Stock ”), (ii) the Buyer wishes to purchase such shares of Common Stock from the Selling Stockholder, (iii) Putnam has agreed to resign from the Board of Directors of the Company (the “ Board ”), (iv) a majority of the disinterested members of the Board have approved the transactions contemplated herein in accordance with Section 203 of the Delaware General Corporation Law (“ Section 203 ”), and (v) in connection with the foregoing, the parties hereto have agreed to such other matters as set forth herein, in each case upon the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE, the P arties hereto agree as follows:

ARTICLE 1
Purchase and Sale

SECTION 1.01.  Purchase and Sale . Upon the terms and subject to the conditions of this Agreement, at the Closing (defined below), (a) the Selling Stockholder shall sell, transfer and deliver to the Buyer, free and clear of all security interests, claims, liens, equities or other encumbrances, 740,896 shares of Common Stock (the “ Shares ”) at a purchase price of $0.98 per share, for an aggregate purchase price of $726,078.08 (the “ P urchase Price ”), and (b) the Buyer shall purchase and acquire the Shares from the Selling Stockholder in exchange for the payment by the Buyer of the Purchase Price, pursuant to Section  1 .02( b ) .

SECTION 1 .02.  Closing . The closing of the transactions contemplated hereby (the “ Closing ”) shall take place within seven business days following the Effective Date (the date on which the Closing actually occurs being the “ Closing Date ”). At or immediately prior to the Closing, (a) the Selling Stockholder shall (i) cause the Shares to be transferred by its broker to the Buyer’s account with the Buyer’s broker identified by the Buyer to the Selling Stockholder in writing on the Effective Date and (ii) deliver or cause to be delivered to the Buyer a duly completed and executed original copy of Internal Revenue Service Form W-9 for the Selling Stockholder and (b) the Buyer shall deliver to the Selling Stockholder the Purchase Price by wire transfer of immediately available funds to an account specified by the Selling Stockholder in writing on the Effective Date.

SECTION 1.03.  Certain Tax Matters . The Buyer shall pay the Purchase Price to the Selling Stockholder free and clear of, and without reduction or withholding for, any taxes.

ARTICLE 2
Representations , Warranties and Covenants of the Putnam Parties

SECTION 2.01. Representations and Warranties of the Selling Stockholder . The Selling Stockholder represents and warrants to the Buyer as of the Effective Date and as of the Closing Date as follows:

(a)       Authorization . The Selling Stockholder has full right, power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by the Selling Stockholder.

(b)       No Conflicts . The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the property or assets of the Selling Stockholder is subject, (b) result in any violation of the provisions of the limited liability company agreement, limited partnership agreement, charter, bylaws or similar organizational documents of the Selling Stockholder or (c) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory agency, except in the case of clauses (a) and (c) for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a material adverse effect on the ability of the Selling Stockholder to perform the transactions contemplated by this Agreement.

(c)       Title to Shares . The Selling Stockholder has valid title to the Shares on the Closing Date, free and clear of all security interests, claims, liens or other encumbrances.

(d)       Receipt of Information . The Selling Stockholder has received all the information it considers necessary or appropriate for deciding whether to dispose of the Shares. The Selling Stockholder has had an opportunity to ask questions and receive answers from the Buyer regarding the terms and conditions of the Buyer’s purchase of the Shares and the business and financial condition of the Buyer and to obtain additional information (to the extent the Buyer possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or to which it had access. The Selling Stockholder has not received, or is not relying on, any representations or warranties from the Buyer, other than as provided herein. The Selling Stockholder acknowledges and understands that the Buyer may possess material nonpublic information regarding the Company that is unknown to the Selling Stockholder or that may be different than that known to the Selling Stockholder that may impact the value of the Shares, and that the Buyer is not disclosing such information to the Selling Stockholder. The Selling Stockholder understands, based on its experience, the disadvantage to which it may be subject due to any disparity of information that may exist between the Selling Stockholder and the Buyer, and, notwithstanding any such disparity, the Selling Stockholder has deemed it appropriate to enter into this Agreement and perform its obligations hereunder.

SECTION 2.02. Resignation of Putnam from the Board . Concurrent with the Closing, Putnam will, and hereby does, resign from the Board, effective as of the Closing.

SECTION 2.03. Putnam Parties Acknowledgement and Agreement regarding 2016 Agreement . Each of the Putnam Parties hereby acknowledges and agrees that as of the Closing, by virtue of the transactions contemplated herein, it will cease to have any rights under that certain agreement dated January 7, 2016 among the Company, the Buyer and certain of its affiliates, the Putnam Parties and certain other stockholders of the Company named therein (as amended, the “ 2016 Agreement ”), including but not limited to the right to recommend a substitute director for consideration and appointment by the Board pursuant to Section 1(f) of the 2016 Agreement; provided, however, that the last sentence of Section 1(b) of the 2016 Agreement shall remain in full force and effect in accordance with its terms.

ARTICLE 3
Representations and Warranties of the Buyer

The Buyer hereby represents and warrants to the Selling Stockholder as of the Effective Date and as of the Closing Date as follows:

SECTION 3 .01.  Authorization . The Buyer has full right, power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by the Buyer.

SECTION 3.02.  No Conflicts . The execution and delivery by the Buyer of, and the performance by the Buyer of its obligations under, this Agreement will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Buyer is a party or by which the Buyer is bound or to which any of the property or assets of the Buyer is subject, (b) result in any violation of the provisions of the limited partnership agreement, charter, bylaws or similar organizational documents of the Buyer or (c) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory agency, except in the case of clauses (a) and (c) for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a material adverse effect on the ability of the Buyer to perform the transactions contemplated by this Agreement.

SECTION 3.03.  Receipt of Information . The Buyer has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Buyer has had an opportunity to ask questions and receive answers from the Selling Stockholder regarding the terms and conditions of the Buyer’s purchase of the Shares and the business and financial condition of the Selling Stockholder and to obtain additional information (to the extent the Selling Stockholder possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or to which it had access. The Buyer has not received, or is not relying on, any representations or warranties from the Selling Stockholder, other than as provided herein. The Buyer acknowledges and understands that the Selling Stockholder may possess material nonpublic information regarding the Company that is unknown to the Buyer or that may be different than that known to the Buyer that may impact the value of the Shares, and that the Selling Stockholder is not disclosing such information to the Buyer. The Buyer understands, based on its experience, the disadvantage to which it may be subject due to any disparity of information that may exist between the Selling Stockholder and the Buyer, and, notwithstanding any such disparity, the Buyer has deemed it appropriate to enter into this Agreement and perform its obligations hereunder.

ARTICLE 4
Company Representations and Agreements

To induce the Parties to enter into the transactions contemplated herein, and with the understanding of the Parties and the Company that no Article of this Agreement other than this ARTICLE 4 shall apply to the Company, the Company hereby represents, warrants and agrees as follows:

SECTION 4.01.   Section 203 . The Board has adopted a resolution, a copy of which is attached hereto as Exhibit A , pursuant to which the Board approved the transactions contemplated herein pursuant to Section 203.

SECTION 4.02.   2016 Agreement . The Company acknowledges that, upon the consummation of the transactions contemplated herein, the Buyer and the Company shall continue to be bound by the terms of the 2016 Agreement, including but not limited to the Buyer’s right to recommend a substitute director for consideration and appointment by the Board pursuant to Section 1(f) of the 2016 Agreement, without any change or effect thereto by virtue of the transactions contemplated herein other than the removal of the Putnam Parties’ rights thereto and thereunder. The Company acknowledges and agrees that (a) none of the Putnam Parties or any of their affiliates shall have any further obligations under the 2016 Agreement and (b) the last sentence of Section 1(b) of the 2016 Agreement shall remain in full force and effect in accordance with its terms.

ARTICLE 5
General Provisions

SECTION 5.01.  Termination . This Agreement may be terminated and the transactions contemplated by it abandoned before the Closing pursuant to the written consent of all of the Parties at any time prior to the Closing.

SEC TION 5.02.  Assignment; Successors . Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any of the Parties hereto without the prior written consent of all of the other Parties hereto, and any such assignment without such prior written consent shall be null and void. Subject to the preceding sentence, this Agreement and all of its provisions shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

SECTION 5.03.  Amendment; Waiver . No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the Parties hereto.

SECTION 5.04.   Notice .  All notices, demands or other communications to be given or delivered under or by reason of this Agreement shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Buyer shall be given to Steven A. Hale II, 6100 Fairview Road, Suite 620, Charlotte, NC 28210, with a copy to (which shall not constitute notice) Moore & Van Allen PLLC, 100 N. Tryon Street, Charlotte, North Carolina 28202 (fax: (704) 339-5858), Attention: Ryan M. Smith, Esq.  Notices to the Putnam Parties shall be given to Justyn R. Putnam, 401 N. Tryon Street, 10th Floor, Charlotte, NC 28202, with a copy to (which shall not constitute notice) Thompson Hine LLP, 3900 Key Center, 127 Public Square, Cleveland, OH 44114, Attn:  Derek D. Bork, Esq.

SECTION 5.05.  Third Parties . Nothing in this Agreement, expressed or implied, is intended, or shall be construed, to confer upon or give to any person or entity other than the Parties hereto and their successors or permitted assigns, any rights or remedies under or by reason of this Agreement.

SECTION 5.06.  Governing Law . This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina applicable to agreements made and to be performed in such state.

SECTION 5.07.  Exclusive Jurisdiction; Waiver of Jury Trial .

(a)      Each of the Parties hereto irrevocably submits to the exclusive jurisdiction of (i) the Supreme Court of the State of North Carolina, Mecklenburg County, and (ii) United States District Court for the Western District of North Carolina, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Parties hereto agrees to commence any action, suit or proceeding relating hereto either in the United States District Court for the Western District of North Carolina or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of North Carolina, Mecklenburg County. Each of the Parties hereto further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section   5 .0 4 shall be effective service of process for any action, suit or proceeding in North Carolina with respect to any matters to which it has submitted to jurisdiction in this clause. Each of the Parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (i) the Supreme Court of the State of North Carolina, Mecklenburg County, or (ii) the United States District Court for the Western District of North Carolina, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

(b)      To the fullest extent permitted by law, each Party hereto waives any and all rights such Party may have to a jury trial with respect to any dispute arising under this Agreement or the transactions contemplated hereby.

SECTION 5.08.  Remedies . The Parties hereto acknowledge that money damages may not be an adequate remedy for any breach or threatened breach of the provisions of this Agreement and that any Party may, in its sole discretion, apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance or other injunctive relief in order to enforce, or prevent any violations of, the provisions of this Agreement.

SECTION 5.09.  Entire Agreement . This Agreement sets forth the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements, promises, covenants, arrangements, communications, term sheets, memoranda of understanding, letters of intent, representations or warranties, whether oral or written, by any Party or any officer, employee or representative of any Party. This Agreement is intended to define the full extent of the legally enforceable undertakings, representations and warranties of the Parties hereto in respect of the transactions contemplated hereby, and no promise, statement, representation or warranty, express or implied, written or oral, which is not set forth explicitly in this Agreement is intended by any Party to be legally binding. Each of the Parties acknowledges that in deciding to enter into this Agreement and to consummate the transactions contemplated hereby, it has not relied upon any statements, representations or warranties, express or implied, written or oral, other than those explicitly set forth herein.

SECTION 5.10.  Further Assurances . Each of the Parties hereto shall execute and deliver such additional documents and instruments and shall take such further action as may be necessary or appropriate to effectuate fully the provisions of this Agreement.

SECTION 5.11.  Survival of Representations and Warranties . All representations and warranties contained herein or made in writing by any Party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

SECTION 5 .12.  Severability . Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in the applicable jurisdiction, and this Agreement shall be reformed to the minimum extent necessary so that this Agreement may be construed and enforced in such jurisdiction to the maximum extent that such illegal or unenforceable provision may be enforced.

SECTION 5.13.  Headings . The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

SECTION 5.14.  Counterparts . This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.

SECTION 5 .15.  Expenses . Each of the Parties hereto shall bear its own expenses in connection with the drafting, negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

[ Signature Pages Follow ]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

[Signature Page to Share Purchase Agreement]

EXHIBIT A

Board Resolution

[To Be Attached]

WHEREAS , the Board of Directors is considering having Stanley Furniture Company, Inc. (the “Company”) join, solely with respect to Article 4, a Share Purchase Agreement (the “Share Purchase Agreement”) between Hale Partnership Fund, L.P. (the “Buyer”), TALANTA Fund, L.P. (the “TALANTA Fund”), TALANTA Investment Group, LLC, general partner of the TALANTA Fund (the “TALANTA GP”), and Justyn R. Putnam, investment manager and managing member of the TALANTA GP, substantially in the form attached hereto; and

WHEREAS, the Board of Directors deems and declares it to be advisable and in the best interests of the Company and its stockholders that (i) the transactions contemplated by the Share Purchase Agreement (the “Transactions”) be approved pursuant to Section 203 of the Delaware General Corporation Law, (ii) the Buyer not be considered an “interested stockholder” as a result of the Transactions and (iii) the restrictions of Section 203 of the Delaware General Corporation Law not apply to the Buyer as a result of the Transactions.

NOW THEREFORE LET IT BE:

RESOLVED , that the Share Purchase Agreement, be, and hereby is, approved;

RESOLVED, that the Buyer not be considered an “interested stockholder” as a result of the Transactions and that the restrictions of Section 203 of the Delaware General Corporation Law not apply to the Buyer as a result of the Transactions;

RESOLVED, that the Transactions be, and hereby are, approved pursuant to Section 203 of the Delaware General Corporation Law;

RESOLVED , that the Chairman of the Board, the President and Chief Executive Officer, and the Vice President – Finance/Controller (each such person an “Authorized Officer”) be, and each of them hereby is, authorized and empowered to execute and deliver the Share Purchase Agreement in the name and on behalf of the Company with such additions, deletions or changes therein as the Authorized Officer executing the same shall approve (the execution and delivery thereof by any such Authorized Officer to be conclusive evidence of his or her approval of any such additions, deletions or changes);

RESOLVED , that the Authorized Officers be, and each of them hereby is, authorized and empowered to prepare, execute and file, or cause to be prepared, executed and filed, all reports, schedules, statements, documents and information required to be filed pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, if any, in connection with any of the Transactions, including, without limitation, reports relating to certain current events on Form 8-K and any amendments thereto;

RESOLVED , that any action taken by any Authorized Officer or other officer of the Company pursuant to the authority conferred by the Board of Directors under any of the foregoing resolutions (including, without limitation, the execution and delivery of any agreement or instrument in the name and on behalf of the Company) shall conclusively evidence the due authorization thereof by the Company.