Common use of Board Matters Clause in Contracts

Board Matters. The Nominating and Corporate Governance Committee (the “Nominating Committee”) of the Board, the Board and the Company shall work in good faith and each shall use their commercially reasonable efforts to identify and appoint to the Board no later than the conclusion of the 2016 Annual Meeting a new independent (pursuant to NYSE standards) director (hereinafter, the “New Director”). The New Director shall be included in the Company’s proxy statement relating to the 2016 Annual Meeting as a nominee for director in the class of directors with terms that will expire at the Company’s 2019 Annual Meeting of its stockholders, such proxy statement to include no more than three nominees for election as directors at the 2016 Annual Meeting. In connection with the 2016 Annual Meeting, the Company will (i) nominate the New Director for election as a director of the Company, (ii) recommend that the Company’s stockholders vote in favor of the election of the New Director, (iii) use commercially reasonable efforts to cause the election of the New Director (including supporting the New Director for election in a manner no less rigorous than the manner in which the Company supports all other director nominees), and (iv) solicit proxies in favor of the New Director and cause all Voting Securities represented by proxies granted to it (or any of its officers, directors or representatives) to be voted in favor of the New Director. Upon becoming a member of the Board, the New Director shall have the same rights and benefits as any other Board member and shall be subject to the same duties, protections and policies of the Company that are applicable to all members of the Board. Furthermore, the New Director shall be considered by the Nominating Committee for inclusion on committees of the Board in good faith in a manner consistent with other members of the Board, in accordance with past practice, for which purpose his or her qualifications and experience shall be reasonably considered. The Nominating Committee will lead the search for the New Director and will consider in good faith up to two candidates proposed by the ▇▇▇▇▇ Group (any candidate proposed by the ▇▇▇▇▇ Group, a “▇▇▇▇▇ Candidate”). The Nominating Committee will evaluate and give due consideration to all candidates considered for appointment as the New Director, including the ▇▇▇▇▇ Candidates, consistent with the Nominating Committee’s fiduciary duties under applicable law, and, in good faith, the Chair of the Nominating Committee shall consult with ▇▇▇▇▇▇▇▇ Tanger (“Tanger”) and keep Tanger reasonably updated throughout the search process described herein (including, without limitation, by providing the names of any candidates that are formally considered by the Nominating Committee for selection as the New Director nominee following the date hereof). Tanger shall be entitled, upon reasonable advance notice and during normal business hours, to have a reasonable number of meetings (in person or telephonic) with the Chair of the Nominating Committee to discuss the proposed candidates prior to the final selection of the New Director; provided, that the Nominating Committee shall have the ultimate discretion to select the New Director.

Board Matters. (a) The Company hereby agrees to cause the Company’s Board of Directors (the “Board”) (i) to increase the number of members of the Board by one (1) Class III Director, (ii) to fill the vacancy on the Board resulting from such increase by appointing ▇▇▇▇▇▇ ▇▇▇▇▇▇ (such individual, and any Replacement Director (as defined in Section 1.1(b)), the “Nominee”), effective immediately following the filing by the Company of its Annual Report on Form 10-K for the year ended December 31, 2015, as a Class III director with a term expiring at the 2017 Annual Meeting (as defined below) of stockholders of the Company and (iii) to appoint the Nominee to the Nominating and Corporate Governance Committee (the “Nominating Committee”) of the Board, the Board and the Company shall work in good faith and each shall use their commercially reasonable efforts to identify and appoint to the Board no later than the conclusion of the 2016 Annual Meeting a new independent (pursuant to NYSE standards) director (hereinafter, the “New Director”). The New Director shall be included in the Company’s proxy statement relating to the 2016 Annual Meeting as a nominee for director in the class of directors with terms that will expire at the Company’s 2019 Annual Meeting of its stockholders, such proxy statement to include no more than three nominees for election as directors at the 2016 Annual Meeting. In connection with the 2016 Annual Meeting, the Company will (i) nominate the New Director for election as a director of the Company, (ii) recommend that the Company’s stockholders vote in favor of the election of the New Director, (iii) use commercially reasonable efforts to cause the election of the New Director (including supporting the New Director for election in a manner no less rigorous than the manner in which the Company supports all other director nominees), and (iv) solicit proxies in favor of the New Director and cause all Voting Securities represented by proxies granted to it (or any of its officers, directors or representatives) to be voted in favor of the New Director. Upon becoming a member of the Board, the New Director shall have the same rights and benefits as any other Board member and shall be subject to the same duties, protections and policies of the Company that are applicable to all members Compensation Committee of the Board. Furthermore, Through the New Director shall be considered by Standstill Period (as defined below) the Nominating Committee for inclusion on committees Company agrees to fix the size of the Board in good faith in a manner consistent with other members to seven; provided that the Company shall be permitted to increase the size of the BoardBoard with the consent of the Nominee (or the Replacement Director, in accordance with past practiceif applicable). (b) If the Nominee is unable or unwilling to serve as a director, for which purpose his resigns as a director or her qualifications is removed as a director prior to the 2017 annual meeting of stockholders of the Company (the “2017 Annual Meeting”), and experience shall be reasonably considered. The Nominating Committee will lead the search for the New Director and will consider in good faith up to two candidates proposed by at such time the ▇▇▇▇▇ Group beneficially owns in the aggregate at least 3.0% of the Company’s then outstanding common stock, par value $0.01 per share (any candidate proposed by “Common Stock”, and such 3.0% ownership threshold, the “Minimum Ownership Threshold”), ▇▇▇▇▇ (on behalf of the ▇▇▇▇▇ Group) shall have the right to recommend a substitute person in accordance with this Section 1.1(b) (any such substitute person, a “Replacement Director”) who qualifies as “independent” pursuant to the Securities and Exchange Commission and New York Stock Exchange listing standards for approval by the Nominating and Corporate Governance Committee and the Board, which approval shall not be unreasonably withheld. The Nominating and Corporate Governance Committee shall, in good faith, make its determination and recommendation regarding whether such person so qualifies as “independent” and is reasonably acceptable to the Nominating and Corporate Governance Committee as soon as reasonably practicable after representatives of the Board have conducted customary interview(s) of such nominee. The Company shall use commercially reasonable efforts to conduct any such interview(s) as promptly as practicable, but in any case, assuming reasonable availability of the nominee, within ten (10) business days after ▇▇▇▇▇’▇ submission of such nominee. In the event the Nominating and Corporate Governance Committee does not accept a substitute person recommended by ▇▇▇▇▇ Candidate”). The Nominating Committee will evaluate and give due consideration to all candidates considered for appointment as the New Replacement Director, including ▇▇▇▇▇ (on behalf of the ▇▇▇▇▇ Candidates, consistent Group) shall have the right to recommend alternative substitute person(s) whose appointment shall be subject to the Nominating and Corporate Governance Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Replacement Director nominee by the Nominating and Corporate Governance Committee’s fiduciary duties under applicable law, and, in good faith, the Chair Board shall vote on the appointment of such Replacement Director to the Board within five (5) business days after the Nominating and Corporate Governance Committee recommendation of such Replacement Director; provided, however, that if the Board does not appoint such Replacement Director to the Board, the Parties shall continue to follow the procedures of this Section 1.1(b) until a Replacement Director is appointed to the Board. Any Replacement Director thus appointed shall be appointed to such committee (if any) of the Board as the Nominating and Corporate Governance Committee shall consult with ▇▇▇recommend to the Board. If at any time the ▇▇▇▇▇ Tanger Group’s aggregate beneficial ownership of Common Stock decreases to less than the Minimum Ownership Threshold, the right of the ▇▇▇▇▇ Group pursuant to this Section 1.1(b) to participate in the recommendation of a Replacement Director to fill the vacancy caused by any inability or unwillingness to serve, resignation or removal of the Nominee or any Replacement Director shall automatically terminate. Notwithstanding the foregoing, in the event the ▇▇▇▇▇ Group is found to have breached any of its obligations under this Agreement by a court of competent jurisdiction during the Standstill Period (or the Company has in good faith commenced proceedings relating to the foregoing, in which case, pending a finding by the court with respect thereto), the Company (including the Nominating and Corporate Governance Committee and the Board) shall not be required to appoint any Replacement Director to the Board. (c) Prior to the date hereof, the Nominee has delivered, and ▇▇▇▇▇ shall cause each Replacement Director recommended by ▇▇▇▇▇ pursuant to Section 1.1(b) to deliver promptly following such recommendation, to the Company (x) a fully completed copy of the Company’s standard director & officer questionnaire and other customary director onboarding documentation, (y) the information required pursuant to Section 2.20 of the Company’s Amended and Restated Bylaws (the “TangerBylaws”) and keep Tanger reasonably updated throughout (z) a written acknowledgment that the search process described herein (includingNominee agrees to be bound by all current policies, without limitation, by providing the names of any candidates that are formally considered by the Nominating Committee for selection as the New Director nominee following the date hereof). Tanger shall be entitled, upon reasonable advance notice codes and during normal business hours, guidelines applicable to have a reasonable number of meetings (in person or telephonic) with the Chair directors of the Nominating Committee Company, copies of which have been provided to discuss the proposed candidates Nominee prior to the final selection date hereof (or will be provided to any Replacement Director prior to such recommendation). (d) The ▇▇▇▇▇ Group agrees that the Board or any committee or subcommittee thereof, in the exercise of its fiduciary duties, may recuse the Nominee (or the Replacement Director, if applicable) from the portion of any Board or committee or subcommittee meeting at which the Board or any such committee or subcommittee is evaluating and/or taking action with respect to (i) the exercise of any of the New Company’s rights or enforcement of any of the obligations under this Agreement, (ii) any action taken in response to actions taken or proposed by ▇▇▇▇▇ Group Members or their Affiliates (as defined in Section 2.3) with respect to the Company, (iii) any transaction proposed between the Company and the ▇▇▇▇▇ Group Members or their Affiliates or (iv) such other matters as reasonably determined by the Board or such committee or subcommittee, acting in good faith (based upon the advice from outside legal counsel), to present an actual conflict of interest with respect to the Nominee (or the Replacement Director; provided, if applicable) or any ▇▇▇▇▇ Group Member or affiliate, or could reasonably be expected, based on the advice of outside legal counsel, to result in a conflict of interest with respect to the Nominee (or the Replacement Director, if applicable) or any ▇▇▇▇▇ Group Member or affiliate. (e) The ▇▇▇▇▇ Group agrees that the Nominating Committee shall have Nominee’s compensation as a non-employee director for 2016 will be pro-rated based on the ultimate discretion to select date of the New DirectorNominee’s commencement of service as a director.

Board Matters. The In connection with the actions set forth below and otherwise contemplated by this Agreement, the Board has (i) received and reviewed information and materials that the Investor has provided to the Company, including a fully completed and executed copy of the Company’s standard director & officer questionnaire completed by the Investor, (ii) conducted an interview of the Investor, and (iii) evaluated information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange rules or listing standards, in connection with assessing eligibility, independence and other criteria applicable to directors with respect to the Investor and has received the acknowledgment of the Investor set forth in Section 1(b) of this Agreement (collectively, the “Information”), and the Board and the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) have assumed that the Information provided by the Investor is complete, true and accurate. Based on the Information, the Nominating Committee has reviewed and approved the qualifications of the BoardInvestor to serve as a member of the Board and meet the requirements to qualify as “independent” as defined by the NYSE American listing standards and by the Securities and Exchange Commission (“SEC”). In consideration of the foregoing, the Board shall take all necessary action to: (A) appoint the Investor to the Board as a director effective as of February 16, 2023 with a term expiring at the 2023 Annual Meeting of Stockholders expected to be held in May or June 2023 (the “2023 Annual Meeting”) or until his earlier death, resignation, disqualification or removal, and (B) recommend in favor of the Investor’s reelection to the Board by the stockholders at the 2023 Annual Meeting and solicit stockholders accordingly in favor of such reelection in the same manner as for other nominees nominated by the Company at the 2023 Annual Meeting. The Board shall work also consider nominating the Investor for reelection to the Board at the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) in good faith and each shall use their commercially reasonable efforts to identify and appoint to in the same manner the Board no later than considers the conclusion nomination of the 2016 Annual Meeting a new independent (pursuant to NYSE standards) director (hereinafter, the “New Director”). The New Director shall be included in the Company’s proxy statement relating to the 2016 Annual Meeting as a nominee for director in the class of directors with terms that will expire at the Company’s 2019 Annual Meeting of its stockholders, such proxy statement to include no more than three nominees for election as directors at the 2016 Annual Meeting. In connection with the 2016 Annual Meeting, the Company will (i) nominate the New Director for election as a director of the Company, (ii) recommend that the Company’s stockholders vote in favor of the election of the New Director, (iii) use commercially reasonable efforts to cause the election of the New Director (including supporting the New Director for election in a manner no less rigorous than the manner in which the Company supports all other director nominees), and (iv) solicit proxies in favor of the New Director and cause all Voting Securities represented by proxies granted to it (or any of its officers, directors or representatives) to be voted in favor of the New Director. Upon becoming a member of the Board, the New Director shall have the same rights and benefits as any other Board member and shall be subject to the same duties, protections and policies of the Company that are applicable to all members of the Board. Furthermore, the New Director shall be considered by the Nominating Committee for inclusion on committees of the Board in good faith in a manner consistent with other members of the Board, in accordance with past practice, for which purpose his or her qualifications and experience shall be reasonably considered. The Nominating Committee will lead the search for the New Director and will consider in good faith up to two candidates proposed by the ▇▇▇▇▇ Group (any candidate proposed by the ▇▇▇▇▇ Group, a “▇▇▇▇▇ Candidate”). The Nominating Committee will evaluate and give due consideration to all candidates considered for appointment as the New Director, including the ▇▇▇▇▇ Candidates, consistent with the Nominating Committee’s fiduciary duties under applicable law, and, in good faith, the Chair of the Nominating Committee shall consult with ▇▇▇▇▇▇▇▇ Tanger (“Tanger”) and keep Tanger reasonably updated throughout the search process described herein (including, without limitation, by providing the names of any candidates that are formally considered by the Nominating Committee for selection as the New Director nominee following the date hereof). Tanger shall be entitled, upon reasonable advance notice and during normal business hours, to have a reasonable number of meetings (in person or telephonic) with the Chair of the Nominating Committee to discuss the proposed candidates prior to the final selection of the New Director; provided, that the Nominating Committee shall have the ultimate discretion to select the New Directorincumbent directors.

Board Matters. (a) The Nominating Company and Corporate Governance Committee Taikang agree as follows: (i) From time to time and subject to applicable law and the execution by Taikang of a customary confidentiality agreement (including customary restrictions on trading in securities of the Company while in the possession of material non-public information concerning the Company), Taikang may invite the management and directors of the Company to meet with Taikang to discuss the Company's business and potential opportunities for Taikang to provide advice and assistance to the Company; (ii) The Board of Directors of the Company (the “Nominating CommitteeBoard”) of shall take all action necessary to appoint ▇▇▇▇▇ ▇▇▇▇▇▇ (the Board, the Board and the Company shall work in good faith and each shall use their commercially reasonable efforts to identify and appoint “New Independent Director”) to the Board no later than effective contemporaneously with the conclusion execution of the 2016 Annual Meeting a new independent this Agreement; (pursuant to NYSE standardsiii) director (hereinafter, the “New Director”). The New Director shall be included in the Company’s proxy statement relating to the 2016 Annual Meeting as a nominee for director in the class slate of directors with terms that will expire at the Company’s 2019 Annual Meeting of its stockholders, such proxy statement to include no more than three nominees for election as directors of the Company at the 2016 Company’s 2017 Annual Meeting (the “2017 Annual Meeting. In connection with ”) shall include the 2016 Annual Meeting, New Independent Director; (iv) the Company will (i) nominate use its reasonable best efforts to cause the election of the New Independent Director for election as a director of to the Company, Board at the 2017 Annual Meeting (ii) recommend including recommending that the Company’s stockholders shareholders vote in favor of the election of the New DirectorIndependent Director (along with all other Company nominees) and otherwise supporting him for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate); (v) should the New Independent Director resign from the Board or be rendered unable to, or refuse to, be appointed to, or for any other reason fail to serve or not be serving on, the Board (iiiother than in connection with the Company delivering a Notice of Intent Not to Nominate (as hereinafter defined)), the Company and Taikang will use reasonable best efforts to identify a mutually acceptable replacement for the New Independent Director having similar stature and qualifications, and who would constitute an independent director of the Board under the applicable New York Stock Exchange independence rules and who is not otherwise materially affiliated with or related to Taikang or any of its direct or indirect controlling equity holders (a “Replacement”). Subject to the Replacement, prior to his or her appointment to the Board, providing to the Company a written confirmation of his or her willingness to serve as a director if so appointed or elected, a completed D&O Questionnaire substantially in the Company’s customary form and such other documents as are customarily required from the Company’s other directors, and meeting with representatives of the Nominating and Corporate Governance Committee of the Board in accordance with the practices of the Board and the Nominating and Corporate Governance Committee, the Company shall take all necessary action to appoint the Replacement to the Board as promptly as reasonably practicable. Any Replacement who becomes a Board member in replacement of the New Independent Director shall be deemed thereafter to be the New Independent Director for all purposes under this Agreement; and (vi) for any annual meeting of Company shareholders subsequent to the 2017 Annual Meeting at which the New Independent Director is nominated by the Company and agrees to serve, the Company shall use commercially reasonable efforts to cause the election of the New Independent Director so nominated by the Company (including recommending that the Company’s shareholders vote in favor of the election of the New Independent Director, including the New Independent Director in the Company’s proxy statement for such annual meeting of Company shareholders and otherwise supporting the New Independent Director for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). (b) The Company and Taikang understand and agree that, at all other director nominees), and (iv) solicit proxies in favor of the New Director and cause all Voting Securities represented by proxies granted to it (or any of its officers, directors or representatives) to be voted in favor of the New Director. Upon becoming times while serving as a member of the Board, the New Independent Director shall have the same rights will be required to comply with all policies, procedures, processes, codes, rules, standards and benefits as any other Board member and shall be subject to the same duties, protections and policies of the Company that are guidelines applicable to all members Board members, including the Company’s code of business conduct and ethics, securities trading policies, anti-hedging policies, Regulation FD-related policies, director confidentiality policies and corporate governance guidelines, and preserve the Board. Furthermoreconfidentiality of Company business and information, the New Director shall be including discussions or matters considered by the Nominating Committee for inclusion on committees in meetings of the Board in good faith in a manner consistent or Board committees. Compliance with other members of the Boardsuch policies, in accordance with past practiceprocedures, for which purpose his or her qualifications processes, codes, rules, standards and experience guidelines shall be reasonably considered. The Nominating Committee will lead the search for the New Director and will consider in good faith up to two candidates proposed by the ▇▇▇▇▇ Group (any candidate proposed by the ▇▇▇▇▇ Group, a “▇▇▇▇▇ Candidate”). The Nominating Committee will evaluate and give due consideration to all candidates considered for appointment as the New Director, including the ▇▇▇▇▇ Candidates, consistent with the Nominating Committee’s fiduciary duties under applicable law, and, in good faith, the Chair of the Nominating Committee shall consult with ▇▇▇▇▇▇▇▇ Tanger (“Tanger”) and keep Tanger reasonably updated throughout the search process described herein (including, without limitation, by providing the names of any candidates that are formally considered by the Nominating Committee for selection as the New Director nominee following the date hereof). Tanger shall be entitled, upon reasonable advance notice and during normal business hours, to have a reasonable number of meetings (in person or telephonic) with the Chair of the Nominating Committee to discuss the proposed candidates prior to the final selection sole responsibility of the New Director; provided, that the Nominating Committee shall have the ultimate discretion to select the New Independent Director.

Board Matters. The Nominating and Corporate Governance Committee (a) No later than the first regularly scheduled meeting of the Board of Directors of the Company (the “Nominating Committee”"Board") immediately following the date hereof (which is expected to be on or around April 1, 2015), the Board shall take action to increase the size of the Board by one member and to appoint ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (the "Icahn Nominee") to fill the vacancy so created (the date of such appointment, the "Board Appointment Date"); provided that as a condition to the Icahn Nominee's appointment to the Board and inclusion in the Company's director slate for the 2015 Annual Meeting, the Icahn Group, including the Icahn Nominee, agrees to provide to the Company, prior to nomination and appointment and on an on-going basis while he is serving as a member of the Board, such information and materials as the Company routinely receives from other members of the Board or as is required to be disclosed in proxy statements under applicable law or as is otherwise reasonably requested by the Company from time-to-time from members of the Board in connection with the Company's legal, regulatory, auditor or stock exchange requirements, a completed D&O Questionnaire in the form separately provided to the Icahn Group and, as contemplated by Section 9 of this Agreement, an executed irrevocable resignation as director in the form attached hereto as Exhibit B (the "Nomination Documents"). (b) Upon becoming a member of the Board, the Icahn Nominee shall have the same rights (including for the avoidance of doubt with respect to consideration for committee appointments) and duties as any other Board member. From and after the Board Appointment Date, so long as the Icahn Nominee is a member of the Board, (1) the Board shall not form an Executive Committee or any other committee with functions similar to those customarily granted to an Executive Committee unless the Icahn Nominee is offered membership on such committee, (2) the Icahn Nominee shall be offered membership on the Compensation Committee or the Corporate Governance and Nominating Committee, and (3) with respect to any Board consideration of appointment and employment of the CEO and CFO, mergers, acquisitions of material assets, dispositions of material assets, or other Extraordinary Transactions (as hereafter defined), such consideration, and voting with respect thereto, shall take place only at the full Board level or in committees of which the Icahn Nominee is a member (subject to recusal of the Icahn Nominee from such portions of Board or committee meetings, if any, involving actual conflicts between the Company and the Icahn Group). At all times from the date of this Agreement through his termination of service as a member of the Board, the Icahn Nominee shall comply with all written policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members (and of which the Icahn Nominee has been provided written copies in advance (or which have been filed with the Securities and Exchange Commission (the "SEC") or posted on the Company's website)), including but not limited to the Company's code of business conduct and ethics, standards of business conduct, securities trading policies, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, directors confidentiality policy, directors' code of conduct, and corporate governance guidelines, and preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees, subject to the Confidentiality Agreement (as defined in Section 4). For the avoidance of doubt, without limiting the applicability of relevant laws, the Company agrees that such policies, procedures, processes, codes, rules, standards and guidelines shall not be applicable to, or deemed to apply or extend to, the members of the Icahn Group (other than their application to the Icahn Nominee). For the avoidance of doubt, if the SpinCo Board Election (as defined in Section 2) is made, then the provisions of this paragraph (including with respect to committee membership) shall be applicable to SpinCo (as defined in Section 2) rather than the Company from and after the Separation Effective Time. (c) The Company and the Icahn Group agree to include the Icahn Nominee in the Company's slate of directors for the 2015 Annual Meeting, and the Company shall work in good faith and each shall use their commercially reasonable best efforts to identify and appoint cause the Icahn Nominee to the Board no later than the conclusion of the 2016 Annual Meeting a new independent be elected (pursuant to NYSE standards) director (hereinafter, the “New Director”). The New Director shall be included in the Company’s proxy statement relating to the 2016 Annual Meeting as a nominee for director in the class of directors with terms that will expire at the Company’s 2019 Annual Meeting of its stockholders, such proxy statement to include no more than three nominees for election as directors at the 2016 Annual Meeting. In connection with the 2016 Annual Meeting, the Company will (i) nominate the New Director for election as a director of the Company, (ii) recommend including recommending that the Company’s 's stockholders vote in favor of the election of the New DirectorIcahn Nominee, (iii) use commercially reasonable efforts to cause including the election of Icahn Nominee in the New Director (including Company's proxy statement and proxy card for such annual meeting and otherwise supporting the New Director Icahn Nominee for election in a manner no less rigorous and favorable than the manner in which the Company supports all its other director nomineesnominees in the aggregate) (collectively, the "Election Support Efforts"), and the Icahn Group agrees not to conduct a proxy contest regarding any matter, including the election of directors, with respect to the 2015 Annual Meeting. (ivd) solicit proxies For any annual meeting of stockholders subsequent to the 2015 Annual Meeting (each a "Subsequent Meeting"), the Company shall notify the Icahn Group in favor writing no less than forty-five (45) calendar days before the last day of the New Director and cause all Voting Securities represented advance notice deadline set forth in the Company's bylaws if the Icahn Nominee will be nominated by proxies granted to it (or any of its officersthe Company for election as a director at such annual meeting and, directors or representatives) if the Icahn Nominee is to be voted in favor so nominated, shall use reasonable best efforts to cause the election of the New DirectorIcahn Nominee so nominated by the Company (including the Election Support Efforts). Upon becoming For the avoidance of doubt, if the SpinCo Board Election is made, then the provisions of this paragraph (including the obligation to notify the Icahn Group with respect to including the Icahn Nominee on the slate of directors for annual meetings subsequent to the 2015 Annual Meeting and to provide the Election Support Efforts) shall be applicable to SpinCo rather than the Company from and after the Separation Effective Time (it being understood that SpinCo is not expected to have a 2015 annual meeting as a publicly traded company). (e) Should the Icahn Nominee resign from the Board or be rendered unable to, or refuse to, be appointed to, or for any other reason fail to serve or is not serving, on, the Board (other than as a result of not being nominated by the Company for an annual meeting of stockholders subsequent to the 2015 Annual Meeting or the Icahn Nominee ceasing to be a member of the Board in connection with a SpinCo Board Election), as long as the Icahn Group has not materially breached this Agreement and failed to cure such breach within five business days of written notice from the Company specifying any such breach, the Icahn Group shall be entitled to designate privately, and the Company shall cause to be added as a member of the Board, a replacement approved by the New Director Company (such approval not to be unreasonably withheld or delayed) and who qualifies as an independent director (an "Acceptable Person") (and if such proposed designee is not an Acceptable Person, the Icahn Group shall have be entitled to continue designating a recommended replacement until such proposed designee is an Acceptable Person) (a "Replacement"). Any such Replacement who becomes a Board member in replacement of any Icahn Nominee shall be deemed to be an Icahn Nominee for all purposes under this Agreement, and prior to his or her appointment to the Board, shall be required to provide to the Company the Nomination Documents, including an irrevocable resignation as director in the form attached hereto as Exhibit B. (f) To the extent permitted by law and the Company's existing insurance coverage (or the insurance coverage of SpinCo, as applicable), from and after the Board Appointment Date, the Icahn Nominee shall be covered by the same rights indemnification and benefits insurance provisions and coverage as any other Board member and shall be subject are applicable to the same duties, protections and policies individuals that are currently directors of the Company that (or, if the SpinCo Board Election has been made, as are applicable to all members of the Board. Furthermore, the New Director shall be considered by the Nominating Committee for inclusion on committees of the Board in good faith in a manner consistent with other members of the Board, in accordance with past practice, for which purpose his or her qualifications and experience shall be reasonably considered. The Nominating Committee will lead the search for the New Director and will consider in good faith up to two candidates proposed by the ▇▇▇▇▇ Group (any candidate proposed by the ▇▇▇▇▇ Group, a “▇▇▇▇▇ Candidate”). The Nominating Committee will evaluate and give due consideration to all candidates considered for appointment as the New Director, including the ▇▇▇▇▇ Candidates, consistent with the Nominating Committee’s fiduciary duties under applicable law, and, in good faith, the Chair of the Nominating Committee shall consult with ▇▇▇▇▇▇▇▇ Tanger (“Tanger”) and keep Tanger reasonably updated throughout the search process described herein (including, without limitation, by providing the names of any candidates individuals that are formally considered by the Nominating Committee for selection as the New Director nominee following the date hereofdirectors of SpinCo). Tanger shall be entitled, upon reasonable advance notice and during normal business hours, to have a reasonable number of meetings (in person or telephonic) with the Chair of the Nominating Committee to discuss the proposed candidates prior to the final selection of the New Director; provided, that the Nominating Committee shall have the ultimate discretion to select the New Director.

Board Matters. (i) The Board shall nominate ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ (the “New Director”) for election as a Class I director at the 2023 Annual Meeting, and the Board shall recommend approval of the slate of nominees for Class I directors that shall include the New Director. The Corporation represents that it has not received any notices of nomination with respect to the election of directors at the 2023 Annual Meeting other than from the Driver Parties and agrees that it will not take any action that would change the voting standard for the 2023 Annual Meeting from a plurality to majority. (ii) Prior to the nomination of the New Director, the Board shall determine whether such New Director is an “Independent Director,” as defined in The Nasdaq Stock Market LLC Listing Rule 5605 (or applicable requirement of such other national securities exchange designated as the primary market on which the Common Stock is listed for trading). In connection with the foregoing, the New Director will (A) provide to the Corporation any information required to be, or that is customarily disclosed by directors or director candidates, in proxy statements or other filings under applicable law or stock exchange regulations, information in connection with assessing eligibility, independence, and other criteria applicable to directors or related to satisfying compliance and legal obligations, and reasonable and customary director onboarding documentation (substantially in the form completed by the Corporation’s incumbent non-management directors); (B) be interviewed by the Governance and Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) of the Board, the Board and the Company shall work in good faith and each shall use their commercially reasonable efforts be reasonably acceptable to identify and appoint to the Board no later than the conclusion of the 2016 Annual Meeting a new independent (pursuant to NYSE standards) director (hereinafter, the “New Director”). The New Director shall be included in the Company’s proxy statement relating to the 2016 Annual Meeting as a nominee for director in the class of directors with terms that will expire at the Company’s 2019 Annual Meeting of its stockholders, such proxy statement to include no more than three nominees for election as directors at the 2016 Annual Meeting. In connection with the 2016 Annual Meeting, the Company will (i) nominate the New Director for election as a director of the Company, (ii) recommend that the Company’s stockholders vote in favor of the election of the New Director, (iii) use commercially reasonable efforts to cause the election of the New Director (including supporting the New Director for election in a manner no less rigorous than the manner in which the Company supports all other director nominees), and (iv) solicit proxies in favor of the New Director and cause all Voting Securities represented by proxies granted to it (or any of its officers, directors or representatives) to be voted in favor of the New Director. Upon becoming a member of the Board, the New Director shall have the same rights and benefits as any other Board member and shall be subject to the same duties, protections and policies of the Company that are applicable to all members of the Board. Furthermore, the New Director shall be considered by the Nominating Committee for inclusion on committees of and the Board (acting in good faith in a manner consistent accordance with their customary and generally applicable procedures for evaluating director candidates); and (C) consent to appropriate background checks comparable to those undergone by other members non-management directors of the Board, in accordance with past practice, for which purpose his or her qualifications and experience shall be reasonably considered. The Nominating Committee will lead the search for the New Director and will consider in good faith up to two candidates proposed by the ▇▇▇▇▇ Group (any candidate proposed by the ▇▇▇▇▇ Group, a “▇▇▇▇▇ Candidate”). The Nominating Committee will evaluate and give due consideration to all candidates considered for appointment as the New Director, including the ▇▇▇▇▇ Candidates, consistent with the Nominating Committee’s fiduciary duties under applicable law, and, in good faith, the Chair of the Nominating Committee shall consult with ▇▇▇▇▇▇▇▇ Tanger (“Tanger”) and keep Tanger reasonably updated throughout the search process described herein (including, without limitation, by providing the names of any candidates that are formally considered by the Nominating Committee for selection as the New Director nominee following the date hereof). Tanger shall be entitled, upon reasonable advance notice and during normal business hours, to have a reasonable number of meetings (in person or telephonic) with the Chair of the Nominating Committee to discuss the proposed candidates prior to the final selection of the New Director; provided, that the Nominating Committee shall have the ultimate discretion to select the New DirectorCorporation.

Board Matters. The Nominating and Corporate Governance Committee (a) Pursuant to the Certificate of Designations of Series A Convertible Preferred Stock creating the Preferred Stock, the Stockholders are entitled to elect directors in certain circumstances (the “Nominating Committee”Stockholder Designees,” whether one or more ) of and for the Board, the Board and the Company shall work in good faith and each shall use their commercially reasonable efforts to identify and appoint to the Board no later than the conclusion of the 2016 Annual Meeting a new independent period specified therein (pursuant to NYSE standards) director (hereinafter, the “New DirectorStockholder Designee Period”). The New Director Company agrees to take such actions as may be necessary or appropriate to permit such election to be made to the extent provided in the Certificate of Designations of Series A Convertible Preferred Stock, subject to the provisions set forth in this Section 2.1. Upon termination of the Stockholder Designee Period, the terms of the Stockholder Designees as directors will cease and each of the Stockholders shall cause the Stockholder Designees to offer to resign immediately from any committees thereof, whether as observer or otherwise, (which offer to resign may be included accepted or declined in the sole and absolute discretion of the Board of Directors) and the Company’s proxy statement relating to obligations under this Section 2.1 shall terminate. Notwithstanding the 2016 Annual Meeting as a nominee for director in the class provisions of directors with terms that will expire at the Company’s 2019 Annual Meeting this Section 2.1(a) or Certificate of its stockholders, such proxy statement to include no more than three nominees for election as directors at the 2016 Annual Meeting. In connection with the 2016 Annual MeetingDesignations of Series A Convertible Preferred Stock, the Company will Stockholders agree that: (i) nominate the New Director for election as Stockholders holding a director majority of the Company, shares of Preferred Stock then held by all Stockholders (the “Majority Stockholders”) will provide the Company with such information concerning the background of such Stockholder Designees as the Nominating Committee of the Board of Directors may reasonably request; (ii) recommend that the Company’s stockholders vote in favor of the election of the New Director, subject to (iii) use commercially reasonable efforts to cause the election of the New Director (including supporting the New Director for election in a manner no less rigorous than the manner in which the Company supports all other director nominees), and (iv) solicit proxies in favor of the New Director and cause all Voting Securities represented by proxies granted to it (or any of its officers, directors or representatives) to be voted in favor of the New Director. Upon becoming a member of the Boardbelow, the New Director shall have the same rights and benefits as any other Board member and shall be subject to the same duties, protections and policies of the Company that are applicable to all members of the Board. Furthermore, the New Director shall be considered by the Nominating Committee for inclusion on committees of the Board in good faith in a manner consistent with other members of the Board, in accordance with past practice, for which purpose his or her qualifications and experience shall be reasonably considered. The Nominating Committee Majority Stockholders will lead the search for the New Director and will consider in good faith up to two candidates proposed by the elect initially ▇▇▇▇▇ Group (any candidate proposed by the ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Group, a “▇▇▇▇▇ Candidate”). The Nominating Committee will evaluate and give due consideration to all candidates considered for appointment as the New Director, including the ▇▇▇▇▇ Candidates, consistent with the Nominating Committee’s fiduciary duties under applicable law, and, in good faith, the Chair of the Nominating Committee shall consult with ▇▇▇▇▇▇▇▇ Tanger and ▇▇▇▇ ▇▇▇▇▇▇ as Stockholder Designees; (“Tanger”iii) the Majority Stockholders will not elect (and keep Tanger reasonably updated throughout agree to withdraw the search process described herein (including, without limitation, by providing nomination of or cause the names removal of) any Person to the Company’s Board of any candidates that are formally considered by Directors if the Nominating Committee for selection of the Board of Directors determines in good faith that the proposed Stockholder Designee does not meet the qualification requirements imposed with respect to other directors or determines that a proposed Stockholder Designee would not be qualified under any applicable law, rule or regulation (including under any exchange rules) to serve as a director of the New Director nominee following Company or if the Company objects to a Stockholder Designee because such Stockholder Designee has been involved in any of the events enumerated in Item 2(d) or (e) of Schedule 13D or such Person is currently the target of an investigation by any governmental authority or agency relating to felonious criminal activity or is subject to any order, decree, or judgment of any court or agency prohibiting service as a director of any public company or providing investment or financial advisory services. In such an event, the Stockholder shall withdraw the designation of such proposed Stockholder Designee and designate a replacement therefor (which replacement Stockholder Designee shall also be subject to the requirements of this Section). The Company shall use its reasonable best efforts to notify the Stockholders of any objection to a Stockholder Designee sufficiently in advance of the date hereof)on which proxy materials are mailed by the Company in connection with such election of directors to enable the Stockholders to propose a replacement Stockholder Designee in accordance with the terms of this Agreement. (b) The parties intend that the Company’s securities continue to meet the qualification requirements applicable to the American Stock Exchange. Tanger The Board of Directors will be comprised according to such requirements. (c) Each Stockholder Designee serving on the Board of Directors shall be entitledentitled to all directors fees, upon reasonable advance notice insurance, indemnification, compensation and during normal business hours, equity incentives granted to have a reasonable number of meetings (in person or telephonic) with the Chair directors who are not employees of the Nominating Committee to discuss Company on the proposed candidates prior same terms provided to, and subject to the final selection same limitations applicable to, such directors. (d) At any time that the composition of the New Director; providedboard of managers or board of directors of any subsidiary of the Company (a “Sub Board”) is not identical to the composition of the Board, that the Nominating Committee Stockholder shall have the ultimate discretion right to select a proportional number of board seats on such Sub Board as the New DirectorStockholder has on the Board of Directors. (e) The Company shall use its best efforts to ensure that one of the Stockholder Designees is appointed to each committee of the Board of Directors, and each committee of any Sub Board, other than (i) a special committee appointed to consider any matter involving the Stockholder or its Related Persons and (ii) where each of the Stockholder Designees is not permitted to serve as a result of any law, regulation or rule of a securities exchange. If all of the Stockholder Designees are disqualified from serving on a committee pursuant to (ii) above, the Company will use its best efforts to ensure that one of the Stockholder Designees is appointed as an observer to any such committee. The observer will not be a member of such committee or entitled to vote on any matter acted upon, but will be entitled to all notices of and to attend and participate in meetings thereof, subject to the power of the committee chair to conduct executive sessions of only the full members of the committee.

Board Matters. (a) The Nominating Company shall (i) include ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇. ▇▇▇▇ and Corporate Governance Committee ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. (the “Nominating Committee▇▇▇▇▇▇▇”) on the Board’s slate of nominees for election as Class II directors of the Board, Company at the Board and the Company shall work in good faith and each shall use their commercially reasonable efforts to identify and appoint to the Board no later than the conclusion of the 2016 2006 Annual Meeting for a new independent (pursuant to NYSE standards) director (hereinafter, the “New Director”). The New Director shall be included in the Company’s proxy statement relating to the 2016 Annual Meeting as a nominee for director in the class of directors with terms that will expire three-year term ending at the Company’s 2019 2009 Annual Meeting and until their successors have been duly elected and qualified and (ii) use its reasonable best efforts to cause the election of its stockholders, such proxy statement to include no more than three nominees for election as directors at the 2016 Company’s 2006 Annual Meeting. In connection with the 2016 Annual MeetingMeetings including, the Company will (i) nominate the New Director for election as a director of the Companywithout limitation, (ii) recommend recommending that the Company’s stockholders vote in favor of the election of the New Directordirectors at the annual meeting and voting the shares of Common Stock represented by all proxies granted by stockholders in connection with the solicitation of proxies by the Board of Directors in connection with the meeting in favor of such directors, (iii) except for such proxies that specifically indicate a vote to withhold authority with respect to such directors. Neither the Board nor the Company shall take any position, make any statements or take any action inconsistent with such recommendations. The Company shall use commercially its reasonable best efforts to cause hold the election of 2006 Annual Meeting no later than December 7, 2006, but, in any event, the New Director 2006 Annual Meeting shall not be held later than December 15, 2006. (including supporting the New Director for election in a manner no less rigorous than the manner in which the Company supports all other director nominees), and (ivb) solicit proxies The Barington Group agrees to vote in favor of the New Director and cause all Voting Securities represented by proxies granted to it (or any Board’s slate of its officers, nominees for election as Class II directors or representatives) to be voted in favor of the New DirectorCompany at the 2006 Annual Meeting, provided that such slate consists of the director nominees set forth in Section 5(a)(i) above. Upon becoming a No member of the BoardBarington Group shall take any position, make any statements or take any action inconsistent with the New Director shall have foregoing. (c) If at any time during the same rights and benefits as any other Board member and shall be subject to the same duties, protections and policies term of the Company that are applicable Class II directors to all members of be elected at the Board. Furthermore, the New Director 2006 Annual Meeting there shall be considered by the Nominating Committee for inclusion on committees of occur a vacancy in the Board in good faith in a manner consistent with other members of the Board, in accordance with past practice, for which purpose his or her qualifications and experience shall be reasonably considered. The Nominating Committee will lead the search for the New Director and will consider in good faith up to two candidates proposed seat previously occupied by the ▇▇▇▇▇▇▇ Group (any candidate proposed or during the term of the Class III directors serving as of the date hereof there shall occur a vacancy in the Board seat previously occupied by the ▇▇▇▇▇ Group, a “▇. ▇▇▇▇▇ Candidate”). The Nominating Committee will evaluate and give due consideration to all candidates considered for appointment as the New Director, including the ▇▇▇▇▇ Candidates, consistent with the Nominating Committee’s fiduciary duties under applicable law, and, in good faith, the Chair of the Nominating Committee shall consult with ▇▇▇▇▇▇▇▇ Tanger (“Tanger▇▇▇▇▇▇▇▇▇▇▇”) by reason of the resignation, removal, death or incapacity of either of them, then the Company shall take all necessary action to promptly fill such vacancy by a person nominated by the Barington Group having reasonably appropriate business experience and keep Tanger reasonably updated throughout background; provided, however, that if the search process described herein reason for such vacancy is the voluntary resignation of ▇▇▇▇▇▇▇, then such nomination shall be subject to approval by the Board, which approval shall not be unreasonably withheld or delayed. (d) During the term of the Class III directors serving as of the date hereof, ▇▇▇▇▇▇▇▇▇▇▇ (i) shall continue to serve on the Executive Committee, (ii) shall continue to serve on another standing committee of the Board (including, without limitation, by providing the names Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee) and (iii) shall be appointed to serve on the Special Committee created pursuant to Section 7 hereof, provided, in each case, that he is then qualified to serve on any such committee under applicable legal requirements and listing standards. During the term of the Class II directors being elected at the 2006 Annual Meeting, ▇▇▇▇▇▇▇ shall be appointed to serve on a standing committee of the Board on which ▇▇▇▇▇▇▇▇▇▇▇ is not a member, provided that he is then qualified to serve on any such committee under applicable legal requirements and listing standards. (e) During the term of the Standstill Period (as defined in Section 8 below), the Board shall be comprised of twelve (12) directors and the size of the Board shall not be increased or decreased without the prior written consent of the Barington Group. (f) The Company shall provide the Barington Group with true and complete copies of any candidates that are formally considered by draft preliminary or definitive proxy statements for the Nominating Committee for selection 2006 Annual Meeting as well as the New Director nominee following Form 8-K being filed with respect to this Agreement, not less than three (3) business days in the date hereof). Tanger shall be entitledcase of proxy statements, upon reasonable advance notice and during normal not less than one (1) business hours, to have a reasonable number of meetings (day in person or telephonic) with the Chair case of the Nominating Committee to discuss the proposed candidates Form 8-K, prior to the final selection filing thereof, in order to provide the Barington Group with a reasonable opportunity to review and comment thereon. The Company shall consider in good faith any comments of the New Director; providedBarington Group and its counsel. The Company shall use the language, or a summary thereof that is agreed upon in the foregoing filings, in all other SEC filings that disclose, discuss, refer to or are being filed in response to or as a result of this Agreement. (g) Concurrently with the execution of this Agreement, the Company shall provide evidence, reasonably satisfactory to the Barington Group, that the Nominating Committee shall have Board has authorized and approved this Agreement and the ultimate discretion to select the New Directorexecution and performance hereof.

Board Matters. a. The Nominating Company agrees that the Company and Corporate Governance Committee (the “Nominating Committee”) of Board will amend the Board, the Board and the Company shall work in good faith and each shall use their commercially reasonable efforts to identify and appoint to the Board no later than the conclusion ’s prior nomination of the 2016 Annual Meeting a new independent (pursuant to NYSE standards) director (hereinafter, the “New Director”). The New Director shall be included in the Company’s proxy statement relating to the 2016 Annual Meeting as a nominee for director in the class of directors with terms that will expire at the Company’s 2019 Annual Meeting of its stockholders, such proxy statement to include no more than three nominees persons for election as directors by the holders of Publicly Traded Shares at the 2016 Annual Meeting. In connection with the 2016 2009 Annual Meeting, the Company will (i) nominate the New Director to cause such slate of nominees standing for election as a director of the Company, (ii) recommend that the Company’s stockholders vote in favor of the election of the New Director, (iii) use commercially reasonable efforts to cause the election of the New Director (including supporting the New Director for election in a manner no less rigorous than the manner in which the Company supports all other director nominees), and (iv) solicit proxies in favor of the New Director and cause all Voting Securities represented by proxies granted to it (or any of its officers, directors or representatives) to be voted in favor of the New Director. Upon becoming a member of the Board, the New Director shall have the same rights and benefits as any other Board member and shall be subject to the same duties, protections and policies of the Company that are applicable to all members of the Board. Furthermore, the New Director shall be considered recommended by the Nominating Committee for inclusion on committees of the Board in good faith in a manner consistent with other members of the Board, in accordance with past practice, for which purpose his or her qualifications and experience shall be reasonably considered. The Nominating Committee will lead the search for the New Director and will consider in good faith up to two candidates proposed by the include ▇▇▇▇▇ Group (any candidate proposed by the ▇▇▇▇▇ Group, a “▇▇▇▇▇ Candidate”). The Nominating Committee will evaluate and give due consideration to all candidates considered for appointment as the New Director, including the ▇▇▇▇▇ Candidates, consistent with the Nominating Committee’s fiduciary duties under applicable law, and, in good faith, the Chair of the Nominating Committee shall consult with ▇▇▇▇▇▇▇▇ Tanger ▇. ▇’▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the “TangerIncumbent Nominees”) and keep Tanger reasonably updated throughout (ii) ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (“▇▇▇▇▇”) and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇” and, with ▇▇▇▇▇, the search process described herein (including“GAMCO Nominees” and, without limitationtogether with the Incumbent Nominees, by providing the names “Public Nominees”) and to name the GAMCO Nominees in the Company’s Proxy Statement, the Proxy and the ballot for the Company’s 2009 Annual Meeting as part of any candidates that are formally considered the Company’s proposed slate of directors for election by the Nominating Committee for selection as holders of the New Director nominee following Publicly Traded Shares. In addition, the date hereof). Tanger Company shall be entitledrecommend in its Proxy Statement, upon Proxy and ballot that the holders of the Publicly Traded Shares vote to elect the GAMCO Nominees. b. GAMCO will, and will cause each of its controlled affiliates to, vote all Publicly Traded Shares that it is entitled to vote at the 2009 Annual Meeting in favor of the election of each of the identified Public Nominees at the 2009 Annual Meeting. c. GAMCO will use its reasonable advance notice and during normal business hours, best efforts to have a reasonable number of meetings (in person or telephonic) cause the GAMCO Nominees to cooperate fully with the Chair of Company in connection with the Nominating Committee Company’s process for selecting, evaluating and appointing directors to discuss serve on the proposed candidates Board. d. If, prior to the final selection 2010 annual meeting of shareholders of the New Director; providedCompany, that either ▇▇▇▇▇ or ▇▇▇▇▇▇▇▇ (or any replacement therefor) is unable or unwilling to serve as a GAMCO Nominee, then GAMCO (and no other person, group, or entity) shall select a replacement director, and the Company shall take any and all action to fill such vacancy with such replacement director, subject to the reasonable determination of the Corporate Governance and Nominating Committee shall have the ultimate discretion that any proposed replacement meets all applicable independence and qualification standards with respect to select the New Directorserving as a director.

Board Matters. The In connection with the actions set forth below and otherwise contemplated by this Agreement, the Board has relied on information and materials that the Investor Group and each New Director (as defined below) has provided to the Company, including interviews conducted of each New Director, information provided in the Nomination Notice, authorizations from the Investor Group and/or the New Directors with respect to background checks, information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange rules or listing standards, information in connection with assessing eligibility, independence and other criteria applicable to directors, and the Board and the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) of have assumed (and the BoardInvestor Group and New Directors have represented and warranted) that such information and materials, the Board director questionnaire and the Company shall work in good faith other customary director onboarding documentation provided by each New Director is or will be fully completed, true and each shall use their commercially reasonable efforts to identify and appoint to the Board no later than the conclusion of the 2016 Annual Meeting a new independent (pursuant to NYSE standards) director (hereinafteraccurate. Based on such information, the “New Director”). The Nominating Committee has reviewed and approved the qualifications of each New Director shall be included in the Company’s proxy statement relating to the 2016 Annual Meeting serve as a nominee for director in the class of directors with terms that will expire at the Company’s 2019 Annual Meeting of its stockholders, such proxy statement to include no more than three nominees for election as directors at the 2016 Annual Meeting. In connection with the 2016 Annual Meeting, the Company will (i) nominate the New Director for election as a director of the Company, (ii) recommend that the Company’s stockholders vote in favor of the election of the New Director, (iii) use commercially reasonable efforts to cause the election of the New Director (including supporting the New Director for election in a manner no less rigorous than the manner in which the Company supports all other director nominees), and (iv) solicit proxies in favor of the New Director and cause all Voting Securities represented by proxies granted to it (or any of its officers, directors or representatives) to be voted in favor of the New Director. Upon becoming a member of the BoardBoard and meet the requirements to qualify as “independent” as defined by the listing standards of the NASDAQ Stock Market and by the Securities and Exchange Commission (“SEC”). Concurrently with the effectiveness of this Agreement, the New Director shall have Board will take all necessary action to: (i) increase the same rights and benefits as any other Board member and shall be subject to the same duties, protections and policies of the Company that are applicable to all members of the Board. Furthermore, the New Director shall be considered by the Nominating Committee for inclusion on committees size of the Board in good faith in a manner consistent with other members by four and appoint each of the BoardJ▇▇▇ ▇. ▇▇▇▇▇▇▇, in accordance with past practiceS▇▇ ▇. ▇▇▇▇, for which purpose his or her qualifications and experience shall be reasonably considered. The Nominating Committee will lead the search for the New Director and will consider in good faith up to two candidates proposed by the J▇▇▇▇▇▇ Group (any candidate proposed by the ▇. ▇▇▇▇▇▇, and J▇▇▇▇▇ Group, a “▇. ▇▇▇▇ Candidate”). The Nominating Committee will evaluate and give due consideration to all candidates considered for appointment as the New Director, including the ▇▇▇▇▇ Candidates, consistent with the Nominating Committee’s fiduciary duties under applicable law, and, in good faith, the Chair of the Nominating Committee shall consult with ▇▇▇▇▇▇▇▇ Tanger (the “TangerNew Directors”) and keep Tanger reasonably updated throughout as new directors of the search process described herein (includingCompany, without limitation, by providing effective as of the names of any candidates that are formally considered by the Nominating Committee for selection as the New Director nominee first business day following the date hereof). Tanger shall be entitled, upon reasonable advance notice and during normal business hours, to have fill the resulting vacancies from such newly created directorships with a reasonable number of meetings term expiring at the 2019 Annual Meeting or until such person’s earlier death, resignation, disqualification or removal; (in person or telephonicii) with the Chair of the Nominating Committee to discuss the proposed candidates prior to the final selection filing and mailing of its definitive proxy statement for the 2019 Annual Meeting and conditioned upon the Investor Group and each New Director delivering to the Company on the date hereof fully executed consents from each New Director setting forth their consent to serve as director nominees and directors and to be named in the Company’s proxy statement and proxy card, nominate each New Director as a candidate for election to the Board at the 2019 Annual Meeting to serve until the 2020 annual meeting of shareholders (the “2020 Annual Meeting”), or until such person’s earlier death, resignation, disqualification or removal, and recommend in favor of and support such New Director’s election to the Board by the shareholders at the 2019 Annual Meeting and solicit shareholders accordingly in the same manner as for other independent director candidates nominated by the Company at the 2019 Annual Meeting; (iii) appoint two of the New Director; provided, that Directors selected by the Nominating Board as new members of the Business Transformation and Strategy Review Committee shall have of the ultimate discretion to select Board (the “Transformation Committee”); (iv) appoint two of the New Directors selected by the Board as new members of the CEO Search Committee of the Board (the “Search Committee”); and (v) at the 2020 Annual Meeting while the Standstill Period (as defined below) is in effect, and conditioned upon each New Director providing the information, authorizations and documentation required of all director nominees, nominate each New Director as a candidate for election to the Board at the 2020 Annual Meeting to serve until the 2021 annual meeting of the shareholders (the “2021 Annual Meeting”) or until such person’s earlier death, resignation, disqualification or removal, and recommend in favor of such New Director’s election to the board by the shareholders at the 2020 Annual Meeting and solicit shareholders accordingly in the same manner as for other independent director candidates nominated by the Company at the 2020 Annual Meeting.

Board Matters. (a) Prior to the time that the Company mails its definitive proxy statement for the Company’s 2007 Annual Meeting, but in any event no later than thirty (30) days from the date hereof, an independent director (the “Independent Director”) shall be identified to be nominated by the Company for election as a Class III director at the Company’s 2007 Annual Meeting in accordance with Section 5(b) hereof. The Independent Director shall be a person recommended by the Barington Group who is reasonably acceptable to the Nominating and Corporate Governance Committee (the “Nominating Committee”) of the Board, with business experience in such areas as would reasonably be expected to enhance the Board and the Company shall work in good faith and each shall use their commercially reasonable efforts to identify and appoint to the Board no later than the conclusion of the 2016 Annual Meeting a new independent (pursuant to NYSE standards) director (hereinafterBoard, the “New Director”). The New Director shall be included in consistent with the Company’s proxy statement Corporate Governance Guidelines relating to director qualifications and Board composition. The Independent Director shall qualify as “independent” under the 2016 Annual Meeting as listing standards of The Nasdaq Stock Market, Inc (Marketplace Rule 4200 and any successor thereto) and Item 407(a) of Regulation S-K promulgated by the SEC, and shall be an individual that the Company and the Barington Group reasonably believe does not have a nominee for director in relationship with the class Barington Group, the Company or any of directors with terms that will expire at the Company’s 2019 Annual Meeting executive officers that would impair the independence of its stockholders, such proxy statement to include no more than three nominees for election as directors at director in carrying out the 2016 Annual Meeting. In connection with the 2016 Annual Meeting, the Company will (i) nominate the New Director for election as responsibilities of a director of the Company. In making its recommendations, the Barington Group will consider and interview candidates suggested by the Nominating and Corporate Governance Committee. (b) The Company shall include (i) ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇▇▇▇”) and the Independent Director on the Board’s slate of nominees for election as Class III directors of the Company at the 2007 Annual Meeting for a three-year term ending at the Company’s 2010 Annual Meeting and until their successors have been duly elected and qualified and (ii) recommend use its reasonable best efforts to cause the election of such directors at the Company’s 2007 Annual Meeting including, without limitation, recommending that the Company’s stockholders vote in favor of the election of the New Directordirectors at the 2007 Annual Meeting and voting the shares of Common Stock represented by all proxies granted by stockholders in connection with the solicitation of proxies by the Board of Directors in connection with the meeting in favor of such directors, (iii) use commercially reasonable efforts except for such proxies that specifically indicate a vote to cause withhold authority with respect to such directors. Neither the election Board nor the Company shall take any position, make any statements or take any action inconsistent with such recommendations. The Company shall schedule the 2007 Annual Meeting to be held in January 2008 and the Company shall not further postpone or reschedule the 2007 Annual Meeting without the prior written consent of the New Director Barington Group or except as otherwise required by law. (including supporting the New Director for election in a manner no less rigorous than the manner in which the Company supports c) The Barington Group agrees to vote all other director nominees), and (iv) solicit proxies shares of Common Stock it is entitled to vote in favor of the New Director Board’s slate of nominees for election as Class III directors of the Company at the 2007 Annual Meeting and cause all Voting Securities represented by proxies granted to it (any postponement or any of its officersadjournment thereof, directors or representatives) to be voted and not in favor of any other nominees to serve on the New DirectorBoard, provided that such slate consists of the director nominees set forth in Section 5(b)(i) above, or other director nominees acceptable to the Barington Group. Upon becoming a No member of the BoardBarington Group shall take any position, make any statements or take any action inconsistent with the New Director shall have the same rights and benefits as any other Board member and shall be subject to the same duties, protections and policies of the Company that are applicable to all members of the Boardforegoing. Furthermore, the New Director shall be considered by the Nominating Committee for inclusion on committees of the Board in good faith in a manner consistent with other members of the Board, in accordance with past practice, for which purpose his or her qualifications and experience shall be reasonably considered. The Nominating Committee will lead the search for the New Director and will consider in good faith up to two candidates proposed by the ▇▇▇▇▇ Group (any candidate proposed by the ▇▇▇▇▇ Group, a “▇▇▇▇▇ Candidate”). The Nominating Committee will evaluate and give due consideration to all candidates considered for appointment as the New Director, including the ▇▇▇▇▇ Candidates, consistent with the Nominating Committee’s fiduciary duties under applicable law, and, in good faith, the Chair of the Nominating Committee shall consult with ▇▇▇▇▇▇▇▇ Tanger (“Tanger”) and keep Tanger reasonably updated throughout acknowledges that, as a director nominee to the search process described herein (includingBoard, without limitation, by providing he may be deemed to be a participant in the names solicitation of any candidates that are formally considered proxies by the Company and agrees, if requested by the Company, to reasonably assist in the solicitation of proxies in favor of the Board’s slate of nominees for election as Class III directors of the Company at the 2007 Annual Meeting, including reasonable participation with the Company in meetings with stockholders and Institutional Shareholder Services. (d) If at any time during the term of the Class III directors to be elected at the 2007 Annual Meeting there shall occur a vacancy in the Board seat previously occupied by ▇▇▇▇▇▇▇▇▇▇▇ by reason of the resignation, removal, death or incapacity of ▇▇▇▇▇▇▇▇▇▇▇, then the Company shall take all necessary action to promptly fill such vacancy with a person recommended by the Barington Group having reasonably appropriate business experience and background. If at any time during the term of the Class III directors to be elected at the 2007 Annual Meeting there shall occur a vacancy in the Board seat previously occupied by the Independent Director by reason of the resignation, removal, death or incapacity of the Independent Director, then the Company shall take all necessary action to promptly fill such vacancy with a person recommended by the Barington Group who is reasonably acceptable to the Nominating and Corporate Governance Committee for selection of the Board, with business experience in such areas as would reasonably be expected to enhance the New Director nominee following Board, consistent with the Company’s Corporate Governance Guidelines relating to director qualifications and Board composition, that the Company and the Barington Group reasonably believe does not have a relationship with the Barington Group, the Company or any of the Company’s executive officers that would impair the independence of such director in carrying out the responsibilities of a director of the Company. (e) During the term of the Class III directors serving as of the date hereof). Tanger shall be entitled, upon reasonable advance notice hereof and during normal business hoursthe term of the Class III directors to be elected at the 2007 Annual Meeting, (i) ▇▇▇▇▇▇▇▇▇▇▇ shall continue to have serve on the Executive Committee and shall serve as a reasonable number of meetings (in person or telephonic) with the Chair member of the Nominating and Corporate Governance Committee and (ii) the Independent Director shall be appointed to discuss serve on a standing committee of the proposed candidates Board on which ▇▇▇▇▇▇▇▇▇▇▇ is not a member, provided that the Independent Director is then qualified to serve on any such committee under applicable legal requirements and listing standards. (g) The Company shall provide the Barington Group with true and complete copies of any draft preliminary or definitive proxy statements for the 2007 Annual Meeting as well as the Form 8-K being filed with respect to this Agreement, not less than three (3) calendar days in the case of proxy statements, and not less than one (1) business day in the case of the Form 8-K, prior to the final selection filing thereof, in order to provide the Barington Group with a reasonable opportunity to review and comment thereon. The Company shall consider in good faith and in compliance with applicable laws any comments of the New Director; providedBarington Group and its counsel. The Company shall use the language, or a summary thereof that is agreed upon in the foregoing filings, in all other SEC filings that disclose, discuss, refer to or are being filed in response to or as a result of this Agreement. (h) Concurrently with the execution of this Agreement, the Company shall provide evidence, reasonably satisfactory to the Barington Group, that the Nominating Committee shall have Board has authorized and approved this Agreement and the ultimate discretion to select the New Directorexecution and performance hereof.

Board Matters. (a) Prior to the time that the Company mails its definitive proxy statement for the Company’s 2007 Annual Meeting, but in any event no later than thirty (30) days from the date hereof, an independent director (the “Independent Director”) shall be identified to be nominated by the Company for election as a Class III director at the Company’s 2007 Annual Meeting in accordance with Section 5(b) hereof. The Independent Director shall be a person recommended by the Barington Group who is reasonably acceptable to the Nominating and Corporate Governance Committee (the “Nominating Committee”) of the Board, with business experience in such areas as would reasonably be expected to enhance the Board and the Company shall work in good faith and each shall use their commercially reasonable efforts to identify and appoint to the Board no later than the conclusion of the 2016 Annual Meeting a new independent (pursuant to NYSE standards) director (hereinafterBoard, the “New Director”). The New Director shall be included in consistent with the Company’s proxy statement Corporate Governance Guidelines relating to director qualifications and Board composition. The Independent Director shall qualify as “independent” under the 2016 Annual Meeting as listing standards of The Nasdaq Stock Market, Inc (Marketplace Rule 4200 and any successor thereto) and Item 407(a) of Regulation S-K promulgated by the SEC, and shall be an individual that the Company and the Barington Group reasonably believe does not have a nominee for director in relationship with the class Barington Group, the Company or any of directors with terms that will expire at the Company’s 2019 Annual Meeting executive officers that would impair the independence of its stockholders, such proxy statement to include no more than three nominees for election as directors at director in carrying out the 2016 Annual Meeting. In connection with the 2016 Annual Meeting, the Company will (i) nominate the New Director for election as responsibilities of a director of the Company. In making its recommendations, the Barington Group will consider and interview candidates suggested by the Nominating and Corporate Governance Committee. (b) The Company shall include (i) H▇▇▇▇▇, ▇▇▇▇▇ A. ▇▇▇▇▇▇, J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ (“M▇▇▇▇▇▇▇▇▇▇”) and the Independent Director on the Board’s slate of nominees for election as Class III directors of the Company at the 2007 Annual Meeting for a three-year term ending at the Company’s 2010 Annual Meeting and until their successors have been duly elected and qualified and (ii) recommend use its reasonable best efforts to cause the election of such directors at the Company’s 2007 Annual Meeting including, without limitation, recommending that the Company’s stockholders vote in favor of the election of the New Directordirectors at the 2007 Annual Meeting and voting the shares of Common Stock represented by all proxies granted by stockholders in connection with the solicitation of proxies by the Board of Directors in connection with the meeting in favor of such directors, (iii) use commercially reasonable efforts except for such proxies that specifically indicate a vote to cause withhold authority with respect to such directors. Neither the election Board nor the Company shall take any position, make any statements or take any action inconsistent with such recommendations. The Company shall schedule the 2007 Annual Meeting to be held in January 2008 and the Company shall not further postpone or reschedule the 2007 Annual Meeting without the prior written consent of the New Director Barington Group or except as otherwise required by law. (including supporting the New Director for election in a manner no less rigorous than the manner in which the Company supports c) The Barington Group agrees to vote all other director nominees), and (iv) solicit proxies shares of Common Stock it is entitled to vote in favor of the New Director Board’s slate of nominees for election as Class III directors of the Company at the 2007 Annual Meeting and cause all Voting Securities represented by proxies granted to it (any postponement or any of its officersadjournment thereof, directors or representatives) to be voted and not in favor of any other nominees to serve on the New DirectorBoard, provided that such slate consists of the director nominees set forth in Section 5(b)(i) above, or other director nominees acceptable to the Barington Group. Upon becoming a No member of the BoardBarington Group shall take any position, make any statements or take any action inconsistent with the New Director shall have the same rights and benefits as any other Board member and shall be subject to the same duties, protections and policies of the Company that are applicable to all members of the Boardforegoing. Furthermore, the New Director shall be considered by the Nominating Committee for inclusion on committees of the Board in good faith in a manner consistent with other members of the Board, in accordance with past practice, for which purpose his or her qualifications and experience shall be reasonably considered. The Nominating Committee will lead the search for the New Director and will consider in good faith up to two candidates proposed by the M▇▇▇▇▇ Group (any candidate proposed by the ▇▇▇▇▇ Group, a “▇▇▇▇▇ Candidate”). The Nominating Committee will evaluate and give due consideration to all candidates considered for appointment as the New Director, including the ▇▇▇▇▇ Candidates, consistent with the Nominating Committee’s fiduciary duties under applicable law, and, in good faith, the Chair of the Nominating Committee shall consult with ▇▇▇▇▇▇▇▇ Tanger (“Tanger”) and keep Tanger reasonably updated throughout acknowledges that, as a director nominee to the search process described herein (includingBoard, without limitation, by providing he may be deemed to be a participant in the names solicitation of any candidates that are formally considered proxies by the Company and agrees, if requested by the Company, to reasonably assist in the solicitation of proxies in favor of the Board’s slate of nominees for election as Class III directors of the Company at the 2007 Annual Meeting, including reasonable participation with the Company in meetings with stockholders and Institutional Shareholder Services. (d) If at any time during the term of the Class III directors to be elected at the 2007 Annual Meeting there shall occur a vacancy in the Board seat previously occupied by M▇▇▇▇▇▇▇▇▇▇ by reason of the resignation, removal, death or incapacity of M▇▇▇▇▇▇▇▇▇▇, then the Company shall take all necessary action to promptly fill such vacancy with a person recommended by the Barington Group having reasonably appropriate business experience and background. If at any time during the term of the Class III directors to be elected at the 2007 Annual Meeting there shall occur a vacancy in the Board seat previously occupied by the Independent Director by reason of the resignation, removal, death or incapacity of the Independent Director, then the Company shall take all necessary action to promptly fill such vacancy with a person recommended by the Barington Group who is reasonably acceptable to the Nominating and Corporate Governance Committee for selection of the Board, with business experience in such areas as would reasonably be expected to enhance the New Director nominee following Board, consistent with the Company’s Corporate Governance Guidelines relating to director qualifications and Board composition, that the Company and the Barington Group reasonably believe does not have a relationship with the Barington Group, the Company or any of the Company’s executive officers that would impair the independence of such director in carrying out the responsibilities of a director of the Company. (e) During the term of the Class III directors serving as of the date hereof). Tanger shall be entitled, upon reasonable advance notice hereof and during normal business hoursthe term of the Class III directors to be elected at the 2007 Annual Meeting, (i) M▇▇▇▇▇▇▇▇▇▇ shall continue to have serve on the Executive Committee and shall serve as a reasonable number of meetings (in person or telephonic) with the Chair member of the Nominating and Corporate Governance Committee and (ii) the Independent Director shall be appointed to discuss serve on a standing committee of the proposed candidates Board on which M▇▇▇▇▇▇▇▇▇▇ is not a member, provided that the Independent Director is then qualified to serve on any such committee under applicable legal requirements and listing standards. (g) The Company shall provide the Barington Group with true and complete copies of any draft preliminary or definitive proxy statements for the 2007 Annual Meeting as well as the Form 8-K being filed with respect to this Agreement, not less than three (3) calendar days in the case of proxy statements, and not less than one (1) business day in the case of the Form 8-K, prior to the final selection filing thereof, in order to provide the Barington Group with a reasonable opportunity to review and comment thereon. The Company shall consider in good faith and in compliance with applicable laws any comments of the New Director; providedBarington Group and its counsel. The Company shall use the language, or a summary thereof that is agreed upon in the foregoing filings, in all other SEC filings that disclose, discuss, refer to or are being filed in response to or as a result of this Agreement. (h) Concurrently with the execution of this Agreement, the Company shall provide evidence, reasonably satisfactory to the Barington Group, that the Nominating Committee shall have Board has authorized and approved this Agreement and the ultimate discretion to select the New Directorexecution and performance hereof.

Board Matters. (a) The Nominating and Corporate Governance Committee Company shall include ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (including any replacement pursuant to Section 1(e), the “Corvex Designee”) as a nominee for election to the board of directors of the Company (the “Nominating CommitteeBoard”) on the slate of the Board, nominees recommended by the Board and the Company shall work in good faith and each shall use their commercially reasonable efforts to identify and appoint to the Board no later than the conclusion of the 2016 Annual Meeting a new independent (pursuant to NYSE standards) director (hereinafter, the “New Director”). The New Director shall be included in the Company’s proxy statement and on its proxy card relating to the 2016 Annual Meeting as a nominee for director in the class of directors with terms that will expire at the Company’s 2019 2024 Annual Meeting of Stockholders (including any postponement, adjournment or rescheduling thereof, the “2024 Meeting”), and shall use its stockholders, such proxy statement commercially reasonable efforts to include no more than three nominees for cause the election as directors of the Corvex Designee to the Board at the 2016 Annual Meeting. In connection with the 2016 Annual 2024 Meeting, the Company will (i) nominate the New Director for election as a director of the Company, (ii) recommend including by recommending that the Company’s stockholders vote in favor of the election of the New Director, (iii) use commercially reasonable efforts to cause the election of the New Director (including Corvex Designee and otherwise supporting the New Director for election Corvex Designee in a manner no less rigorous and favorable than the manner in which the Company supports all the Board’s other nominees in the aggregate. Promptly after the Corvex Designee’s appointment to the Board and, if applicable, as a condition to the Corvex Designee’s nomination for election as a director nominees), and (iv) solicit proxies in favor of the New Director and cause all Voting Securities represented by proxies granted Company at the 2024 Meeting, the Corvex Group must provide to it the Company, in each case, to the same extent as provided with respect to other nominees, such information as is required to be disclosed in proxy statements or other Company filings under applicable law or is otherwise necessary for the inclusion of the Corvex Designee on the Board’s slate of nominees for election as directors or for the Company to comply with applicable law. The Company shall not be obligated pursuant to this Agreement to include the Corvex Designee (or any replacement designee appointed pursuant to Section 1(e)) on the Board’s slate of its officers, nominees for election as directors or representativesat the Company’s annual meeting of stockholders for any meeting other than the 2024 Meeting (and only for the 2024 Meeting if the applicable conditions hereunder are satisfied). The parties hereto acknowledge and agree that the Corvex Designee (and any replacement designee appointed pursuant to Section 1(e)) shall be entitled to be voted in favor of receive compensation and expense reimbursement from the New Director. Upon becoming Company for his service as a member of the Board, the New Director shall have the same rights and benefits as any other Board member and shall be subject to the same dutiesextent applicable to all Independent directors of the Company. The Corvex Group agrees that it shall not, protections and policies directly or indirectly, compensate or agree to compensate, any director or director nominee of the Company for such person’s service as a member of the Board (including the Corvex Designee (or any replacement designee appointed pursuant to Section 1(e))). For the avoidance of doubt, nothing in the preceding sentence shall limit the Corvex Group’s right to compensate the Corvex Designee pursuant to any customary employee, consultant or similar arrangement with any member of the Corvex Group that are applicable to all members of is not based on the Corvex Designee’s service on the Board. Furthermore“Independent” means that such person qualifies as independent director of the Company under all applicable listing standards, applicable rules of the New Director shall be considered SEC and publicly disclosed standards used by the Nominating Committee for inclusion on committees of the Board in good faith in a manner consistent with other members determining the independence of the Board, in accordance with past practice, for which purpose his or her qualifications and experience shall be reasonably considered. The Nominating Committee will lead the search for the New Director and will consider in good faith up to two candidates proposed by the ▇▇▇▇▇ Group (any candidate proposed by the ▇▇▇▇▇ Group, a “▇▇▇▇▇ Candidate”). The Nominating Committee will evaluate and give due consideration to all candidates considered for appointment as the New Director, including the ▇▇▇▇▇ Candidates, consistent with the Nominating CommitteeCompany’s fiduciary duties under applicable law, and, in good faith, the Chair of the Nominating Committee shall consult with ▇▇▇▇▇▇▇▇ Tanger (“Tanger”) and keep Tanger reasonably updated throughout the search process described herein (including, without limitation, by providing the names of any candidates that are formally considered by the Nominating Committee for selection as the New Director nominee following the date hereof). Tanger shall be entitled, upon reasonable advance notice and during normal business hours, to have a reasonable number of meetings (in person or telephonic) with the Chair of the Nominating Committee to discuss the proposed candidates prior to the final selection of the New Director; provided, that the Nominating Committee shall have the ultimate discretion to select the New Directordirectors.

Board Matters. The Nominating and Corporate Governance Committee (the “Nominating Committee”Subject to Section 14(f) of the BoardExchange Act and Rule and Rule 14f-1 promulgated thereunder, SafeStitch shall take all necessary corporate action to cause the following to occur as of the Effective Time: (i) the number of directors constituting the Board of Directors of SafeStitch shall be nine (9), of which SafeStitch shall be entitled to designate three (3) directors (each, a “SafeStitch Designee”) and TransEnterix shall be entitled to designate six (6) directors (each, a “TransEnterix Designee” and the Company shall work in good faith and each shall use their commercially reasonable efforts to identify and appoint to TransEnterix Designees together with the Board no later than the conclusion of the 2016 Annual Meeting a new independent (pursuant to NYSE standards) director (hereinafterSafeStitch Designees, the “New DirectorBoard Designees”). The New Director shall be included , in the Company’s proxy statement relating each case at any time prior to the 2016 Annual Meeting as a nominee for director Closing and in the class of directors with terms that will expire at the Company’s 2019 Annual Meeting of its stockholders, each case subject to such proxy statement individuals’ ability and willingness to include no more than three nominees for election as directors at the 2016 Annual Meeting. In connection with the 2016 Annual Meeting, the Company will (i) nominate the New Director for election as a director of the Companyserve, (ii) recommend that the Company’s stockholders vote in favor chairperson of the election Board of Directors of SafeStitch will be a TransEnterix Designee, as designated by TransEnterix at any time prior to the New DirectorClosing, subject to such individual’s ability and willingness to serve, and (iii) use commercially reasonable efforts to cause the election of the New Director (including supporting the New Director for election in a manner no less rigorous than the manner in which the Company supports all other director nominees), and (iv) solicit proxies in favor of the New Director and cause all Voting Securities represented by proxies granted to it (or any of its officers, directors or representatives) to be voted in favor of the New Director. Upon becoming a member of the Board, the New Director shall have the same rights and benefits as any other Board member and shall be subject to the same duties, protections and policies of the Company that are applicable to all members of the Board. Furthermore, the New Director shall be considered by the Nominating Committee for inclusion on committees of the Board in good faith in a manner consistent with other members of Directors of SafeStitch, and the Boardchairpersons of each such committee, in accordance with past practice, for which purpose his or her qualifications and experience shall be reasonably considered. The Nominating Committee will lead allocated among the search for SafeStitch Designees and TransEnterix Designees in the New Director same proportion as their respective representation on the Board of Directors, subject to such individuals’ ability and will consider in good faith up willingness to two candidates proposed by the ▇▇▇▇▇ Group (any candidate proposed by the ▇▇▇▇▇ Group, a “▇▇▇▇▇ Candidate”). The Nominating Committee will evaluate and give due consideration to all candidates considered for appointment as the New Director, including the ▇▇▇▇▇ Candidates, consistent with the Nominating Committee’s fiduciary duties under applicable law, and, in good faith, the Chair of the Nominating Committee shall consult with ▇▇▇▇▇▇▇▇ Tanger (“Tanger”) and keep Tanger reasonably updated throughout the search process described herein (including, without limitation, by providing the names of any candidates that are formally considered by the Nominating Committee for selection as the New Director nominee following the date hereof). Tanger shall be entitled, upon reasonable advance notice and during normal business hours, to have a reasonable number of meetings (in person or telephonic) with the Chair of the Nominating Committee to discuss the proposed candidates prior to the final selection of the New Directorserve; provided, that the Nominating parties shall cooperate in good faith to ensure that the Board of Directors of SafeStitch is composed of at least 50% “independent” directors (as determined by the rules of the Nasdaq) and the Audit Committee of the SafeStitch Board of Directors is composed of only those persons who qualify under the applicable rules of the Exchange Act and the Nasdaq to serve on the audit committee of the board of directors of a public company listed on a national securities exchange, and that one such person is an “audit committee financial expert” (as defined by Rule 407(d)(5)(ii) of Regulation S-K). If, prior to the Effective Time, any SafeStitch Designee or any TransEnterix Designee becomes unable or unwilling to serve as a director on the Board of Directors of SafeStitch, as Chairperson of the Board of Directors of SafeStitch or as a chairperson of a committee, then a replacement for such designee shall have be designated by the ultimate discretion party originally entitled to select the New Directordesignate such individual.

Board Matters. The (i) In connection with the actions set forth below and otherwise contemplated by this Agreement, the Board has relied on information and materials that the Investor Group and each New Director (as defined below) has provided to the Company, including interviews conducted of each New Director, information provided in the Nomination Notice, authorizations from the Investor Group and/or the New Director with respect to background checks, information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange rules or listing standards, information in connection with assessing eligibility, independence and other criteria applicable to directors, and the Board and the Nominating and Corporate Governance & ESG Committee of the Board (the “Nominating Committee”) of have assumed (and the BoardInvestor Group and New Directors have represented and warranted) that such information and materials, the Board director questionnaire and the Company shall work in good faith other customary director onboarding documentation provided by each New Director is or will be fully completed, true and each shall use their commercially reasonable efforts to identify and appoint to the Board no later than the conclusion of the 2016 Annual Meeting a new independent (pursuant to NYSE standards) director (hereinafteraccurate. Based on such information, the “New Director”). The Nominating Committee has reviewed and approved the qualifications of each New Director shall be included in the Company’s proxy statement relating to the 2016 Annual Meeting serve as a nominee for director in the class of directors with terms that will expire at the Company’s 2019 Annual Meeting of its stockholders, such proxy statement to include no more than three nominees for election as directors at the 2016 Annual Meeting. In connection with the 2016 Annual Meeting, the Company will (i) nominate the New Director for election as a director of the Company, (ii) recommend that the Company’s stockholders vote in favor of the election of the New Director, (iii) use commercially reasonable efforts to cause the election of the New Director (including supporting the New Director for election in a manner no less rigorous than the manner in which the Company supports all other director nominees), and (iv) solicit proxies in favor of the New Director and cause all Voting Securities represented by proxies granted to it (or any of its officers, directors or representatives) to be voted in favor of the New Director. Upon becoming a member of the BoardBoard and meet the requirements to qualify as “independent” as defined by the listing standards of the New York Stock Exchange (the “NYSE”) and by the Securities and Exchange Commission (the “SEC”). Concurrently with the effectiveness of this Agreement, the New Director shall have Board will take all necessary action to, as promptly as practicable after the same rights and benefits as any other Board member and shall be subject to the same duties, protections and policies completion of the Company that are applicable to all members of 2021 Annual Meeting, increase the Board. Furthermore, the New Director shall be considered by the Nominating Committee for inclusion on committees size of the Board in good faith in a manner consistent with other members by three and appoint each of the Board, in accordance with past practice, for which purpose his or her qualifications and experience shall be reasonably considered. The Nominating Committee will lead the search for the New Director and will consider in good faith up to two candidates proposed by the ▇▇▇▇▇ Group (any candidate proposed by the ▇▇▇▇▇ Group, a “▇▇▇▇▇ Candidate”). The Nominating Committee will evaluate and give due consideration to all candidates considered for appointment as the New Director, including the ▇▇▇▇▇ Candidates, consistent with the Nominating Committee’s fiduciary duties under applicable law, and, in good faith, the Chair of the Nominating Committee shall consult with A) ▇▇▇▇▇▇▇▇ Tanger ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “TangerNew Directors”) as new directors of the Company and (B) ▇▇▇▇▇▇▇▇▇ ▇▇▇ (the “Additional Independent Director”) as a new director of the Company, to fill the resulting vacancies from such newly created directorships, each with a term expiring at the 2022 annual meeting of shareholders (the “2022 Annual Meeting”) or until such person’s earlier death, resignation, disqualification or removal. (ii) Promptly following the execution of this Agreement, the Board shall take all necessary actions for the existing ad hoc finance committee (the “Finance Committee”) to become a standing committee of the Board. The purpose of the Finance Committee, which will be further described in the charter of such committee, will include assisting the Board on its oversight of existing debt and equity capital financing matters and capital allocation decisions made by the Company. Upon the appointment of the New Directors, the Board shall take all necessary actions to immediately appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to the Finance Committee. (iii) The Company agrees that during the period commencing on the date hereof until the appointment of the New Directors and the Additional Independent Director, the New Directors shall be observers to the Board (the “Observers”) and keep Tanger reasonably updated throughout shall receive, on a confidential and restricted basis, copies of all documents distributed to the search process described herein (Board, including, without limitation, by providing notice of all meetings of the names of any candidates that are formally considered Board, all written consents executed by the Nominating Committee Board, all materials prepared for selection as consideration at any meeting of the New Director nominee following Board, and all minutes related to each meeting of the Board occurring on or after the date hereof). Tanger shall be entitled, upon reasonable advance notice and during normal business hours, to have a reasonable number of meetings (in person or telephonic) hereof contemporaneous with the Chair of the Nominating Committee to discuss the proposed candidates prior their distribution to the final selection of the New Director; provided, that the Nominating Committee Board. The Observers shall have the ultimate discretion right to select attend and reasonably participate, but not vote, at all meetings of the New DirectorBoard during this period (whether such meetings are held in person, telephonically or otherwise). The Observers will agree to comply with all policies applicable to the directors and officer of the Company that have been provided to the Observers.

Board Matters. (a) The Nominating and Corporate Governance Committee Company agrees, as promptly as practicable following the execution of this Agreement, that the Board of Directors of the Company (the “Nominating CommitteeBoard”) shall take the necessary actions to (i) increase the size of the Board, Board (ii) appoint Mr. Rob Frankfurt (“Mr. Frankfurt”) to fill a newly created vacancy on the Board and the Company shall work in good faith and each shall use their commercially reasonable efforts to identify and appoint (iii) nominate Mr. Frankfurt for election to the Board no later than the conclusion as part of the 2016 Company’s director slate for its 2019 Annual Meeting Meeting. (b) Prior to the date of this Agreement, Mr. Frankfurt has submitted to the Company a new independent (pursuant fully completed copy of the Company’s D&O Questionnaire and other onboarding materials. Mr. Frankfurt shall timely provide the Company with his consent to NYSE standards) director (hereinafter, the “New Director”). The New Director shall be included named in the Company’s proxy statement relating and to serve on the 2016 Annual Meeting as a nominee for director Board if elected (the “Nomination Documents”) in the class of directors connection with terms that will expire at the Company’s 2019 Annual Meeting obligation in subsection (a)(iii) above. (c) Upon becoming a member of its stockholdersthe Board, such proxy statement Mr. Frankfurt shall have the same rights (including for the avoidance of doubt with respect to consideration for committee appointments) and duties as any other Board member. At all times from the date of this Agreement through to the date he terminates his service as a member of the Board, Mr. Frankfurt shall comply with all written policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, and of which Mr. Frankfurt has been provided written copies in advance (or which have been filed with the Securities and Exchange Commission (the “SEC”) or posted on the Company’s website), including but not limited to the Company’s corporate governance guidelines, corporate code of conduct, code of ethics, director stock ownership guidelines and i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and shall preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees, subject to the confidentiality provisions in Section 2. (d) The Company has agreed with the Ajdler Group to include no more than three nominees Mr. Frankfurt in the Company’s slate of directors for election as directors at the 2016 Annual Meeting. In connection with the 2016 2019 Annual Meeting, and the Company will shall use reasonable commercial efforts to cause Mr. Frankfurt to be elected (i) nominate the New Director for election as a director of the Company, (ii) recommend including by recommending that the Company’s stockholders vote in favor of the election of Mr. Frankfurt, including Mr. Frankfurt in the New Director, (iii) use commercially reasonable efforts to cause the election of the New Director (including Company’s proxy statement and proxy card for such annual meeting and otherwise supporting the New Director Mr. Frankfurt for election in a manner no less rigorous and favorable than the manner in which the Company supports all its other director nomineesnominees in the aggregate) (collectively, the “Election Support Efforts”), and the Ajdler Group agrees not to nominate director candidates or conduct a proxy contest regarding any matter, including the election of directors or the submission of a shareholder proposal, with respect to the 2019 Annual Meeting. (ive) solicit proxies in favor of The Ajdler Group agrees that the New Director and cause all Voting Securities represented by proxies granted to it (Board or any of its officers, directors committees may recuse Mr. Frankfurt from any Board or representativescommittee meeting or portion thereof at which the Board or such committee is evaluating or taking action with respect to (i) to be voted in favor the exercise of the New Director. Upon becoming a member Company’s rights or enforcement of any of the Board, the New Director shall have the same rights and benefits as obligations under this Agreement; (ii) any other Board member and shall be subject action taken in response to actions taken or proposed by an Investor with respect to the same dutiesCompany; (iii) Mr. Frankfurt’s breach of this Agreement or failure to comply with the Company’s charter, protections and bylaws or policies of the Company that are applicable to all directors or (iv) any proposed transaction between the Company and any Investor. (f) If Mr. Frankfurt is unable to serve as a director or nominee prior to the expiration of the Standstill Period (as defined in Section 4 below) and at such time as Ajdler Group’s maintains a Minimum Ownership Threshold (defined below), the Ajdler Group shall have the ability to recommend a replacement person(s) (any such person shall be referred to as a "Ajdler Replacement Appointee") (x) for nomination for election to the Board if Mr. Frankfurt had been nominated for election to the Board or (y) for appointment to the Board if Mr. Frankfurt had been serving on the Board, each in accordance with this Section 1(f). Any Replacement Appointee must (i) qualify as “independent” of the Company pursuant to the listing standards of the NASDAQ, (ii) have relevant business and financial expertise to be a director of the Company, (iii) be independent of each member of Ajdler Group and (iv) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld). Upon the recommendation of an Ajdler Replacement Appointee by the Ajdler Group, the Board and any applicable committee thereof shall make its determination regarding whether such Ajdler Replacement Appointee meets the foregoing criteria no later than ten (10) business days after such recommendation; provided, however, that if the Board does not accept such Ajdler Replacement Appointee as recommended, the parties shall continue to follow the procedures of this Section l(f) until an Ajdler Replacement Appointee is appointed or elected to the Board as recommended. Upon an Ajdler Replacement Appointee's appointment to the Board, the Board shall take all actions necessary to appoint such Ajdler Replacement Appointee to any applicable committee of the Board of which Mr. Frankfurt was a member immediately prior to his being unable to serve. The provisions of this Section 1(f) shall apply to any Ajdler Replacement Appointee nominated or appointed to the Board who becomes unable to serve as a director or nominee prior to the expiration of the Standstill Period. For the purposes of this subsection “Minimum Ownership Threshold” shall mean the Ajdler Group, together with all controlled Affiliates of the members of the Board. FurthermoreAjdler Group (such controlled Affiliates, collectively and individually, the New Director shall be considered “Ajdler Affiliates”), collectively beneficially own (as defined in Rule 13d-3 promulgated by the Nominating Committee for inclusion on committees SEC under the Exchange Act), an aggregate Net Long Position of at least three percent (3%) of the Board number of outstanding Voting Securities (as defined in good faith Section 6(b)below) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) and “Net Long Position” shall mean such shares of Common Stock beneficially owned, directly or indirectly, that constitute such person’s net long position as defined in Rule 14e-4 under the Exchange Act mutatis mutandis; provided that “Net Long Position” shall not include any shares as to which such person does not have the right to vote or direct the vote or as to which such person has entered into a manner consistent with derivative or other members of the Boardagreement, in accordance with past practice, for which purpose his arrangement or her qualifications and experience shall be reasonably considered. The Nominating Committee will lead the search for the New Director and will consider in good faith up to two candidates proposed by the understanding that h▇▇▇▇▇ Group (any candidate proposed by the ▇▇▇▇▇ Group, a “▇▇▇▇▇ Candidate”). The Nominating Committee will evaluate and give due consideration to all candidates considered for appointment as the New Director, including the ▇▇▇▇▇ Candidates, consistent with the Nominating Committee’s fiduciary duties under applicable law, andor transfers, in good faithwhole or in part, the Chair directly or indirectly, any of the Nominating Committee shall consult with ▇▇▇▇▇▇▇▇ Tanger (“Tanger”) and keep Tanger reasonably updated throughout the search process described herein (including, without limitation, by providing the names economic consequences of any candidates that are formally considered by the Nominating Committee for selection as the New Director nominee following the date hereof). Tanger shall be entitled, upon reasonable advance notice and during normal business hours, to have a reasonable number ownership of meetings (in person or telephonic) with the Chair of the Nominating Committee to discuss the proposed candidates prior to the final selection of the New Director; provided, that the Nominating Committee shall have the ultimate discretion to select the New Directorsuch shares.

Board Matters. (a) The Nominating and Corporate Governance Committee Company agrees, as promptly as practicable following the execution of this Agreement, that the Board of Directors of the Company (the “Nominating CommitteeBoard”) shall take the necessary actions to (i) increase the size of the Board, Board (ii) appoint Mr. Rob Frankfurt (“Mr. Frankfurt”) to fill a newly created vacancy on the Board and the Company shall work in good faith and each shall use their commercially reasonable efforts to identify and appoint (iii) nominate Mr. Frankfurt for election to the Board no later than the conclusion as part of the 2016 Company’s director slate for its 2019 Annual Meeting Meeting. (b) Prior to the date of this Agreement, Mr. Frankfurt has submitted to the Company a new independent (pursuant fully completed copy of the Company’s D&O Questionnaire and other onboarding materials. Mr. Frankfurt shall timely provide the Company with his consent to NYSE standards) director (hereinafter, the “New Director”). The New Director shall be included named in the Company’s proxy statement relating and to serve on the 2016 Annual Meeting as a nominee for director Board if elected (the “Nomination Documents”) in the class of directors connection with terms that will expire at the Company’s 2019 Annual Meeting obligation in subsection (a)(iii) above. (c) Upon becoming a member of its stockholdersthe Board, such proxy statement Mr. Frankfurt shall have the same rights (including for the avoidance of doubt with respect to consideration for committee appointments) and duties as any other Board member. At all times from the date of this Agreement through to the date he terminates his service as a member of the Board, Mr. Frankfurt shall comply with all written policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, and of which Mr. Frankfurt has been provided written copies in advance (or which have been filed with the Securities and Exchange Commission (the “SEC”) or posted on the Company’s website), including but not limited to the Company’s corporate governance guidelines, corporate code of conduct, code of ethics, director stock ownership guidelines and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and shall preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees, subject to the confidentiality provisions in Section 2. (d) The Company has agreed with the Ajdler Group to include no more than three nominees Mr. Frankfurt in the Company’s slate of directors for election as directors at the 2016 Annual Meeting. In connection with the 2016 2019 Annual Meeting, and the Company will shall use reasonable commercial efforts to cause Mr. Frankfurt to be elected (i) nominate the New Director for election as a director of the Company, (ii) recommend including by recommending that the Company’s stockholders vote in favor of the election of Mr. Frankfurt, including Mr. Frankfurt in the New Director, (iii) use commercially reasonable efforts to cause the election of the New Director (including Company’s proxy statement and proxy card for such annual meeting and otherwise supporting the New Director Mr. Frankfurt for election in a manner no less rigorous and favorable than the manner in which the Company supports all its other director nomineesnominees in the aggregate) (collectively, the “Election Support Efforts”), and the Ajdler Group agrees not to nominate director candidates or conduct a proxy contest regarding any matter, including the election of directors or the submission of a shareholder proposal, with respect to the 2019 Annual Meeting. (ive) solicit proxies in favor of The Ajdler Group agrees that the New Director and cause all Voting Securities represented by proxies granted to it (Board or any of its officers, directors committees may recuse Mr. Frankfurt from any Board or representativescommittee meeting or portion thereof at which the Board or such committee is evaluating or taking action with respect to (i) to be voted in favor the exercise of the New Director. Upon becoming a member Company’s rights or enforcement of any of the Board, the New Director shall have the same rights and benefits as obligations under this Agreement; (ii) any other Board member and shall be subject action taken in response to actions taken or proposed by an Investor with respect to the same dutiesCompany; (iii) Mr. Frankfurt’s breach of this Agreement or failure to comply with the Company’s charter, protections and bylaws or policies of the Company that are applicable to all directors or (iv) any proposed transaction between the Company and any Investor. (f) If Mr. Frankfurt is unable to serve as a director or nominee prior to the expiration of the Standstill Period (as defined in Section 4 below) and at such time as Ajdler Group’s maintains a Minimum Ownership Threshold (defined below), the Ajdler Group shall have the ability to recommend a replacement person(s) (any such person shall be referred to as a “Ajdler Replacement Appointee”) (x) for nomination for election to the Board if Mr. Frankfurt had been nominated for election to the Board or (y) for appointment to the Board if Mr. Frankfurt had been serving on the Board, each in accordance with this Section 1(f). Any Replacement Appointee must (i) qualify as “independent” of the Company pursuant to the listing standards of the NASDAQ, (ii) have relevant business and financial expertise to be a director of the Company, (iii) be independent of each member of Ajdler Group and (iv) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld). Upon the recommendation of an Ajdler Replacement Appointee by the Ajdler Group, the Board and any applicable committee thereof shall make its determination regarding whether such Ajdler Replacement Appointee meets the foregoing criteria no later than ten (10) business days after such recommendation; provided, however, that if the Board does not accept such Ajdler Replacement Appointee as recommended, the parties shall continue to follow the procedures of this Section l(f) until an Ajdler Replacement Appointee is appointed or elected to the Board as recommended. Upon an Ajdler Replacement Appointee’s appointment to the Board, the Board shall take all actions necessary to appoint such Ajdler Replacement Appointee to any applicable committee of the Board of which Mr. Frankfurt was a member immediately prior to his being unable to serve. The provisions of this Section 1(f) shall apply to any Ajdler Replacement Appointee nominated or appointed to the Board who becomes unable to serve as a director or nominee prior to the expiration of the Standstill Period. For the purposes of this subsection “Minimum Ownership Threshold” shall mean the Ajdler Group, together with all controlled Affiliates of the members of the Board. FurthermoreAjdler Group (such controlled Affiliates, collectively and individually, the New Director shall be considered “Ajdler Affiliates”), collectively beneficially own (as defined in Rule 13d-3 promulgated by the Nominating Committee for inclusion on committees SEC under the Exchange Act), an aggregate Net Long Position of at least three percent (3%) of the Board number of outstanding Voting Securities (as defined in good faith Section 6(b)below) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) and “Net Long Position” shall mean such shares of Common Stock beneficially owned, directly or indirectly, that constitute such person’s net long position as defined in Rule 14e-4 under the Exchange Act mutatis mutandis; provided that “Net Long Position” shall not include any shares as to which such person does not have the right to vote or direct the vote or as to which such person has entered into a manner consistent with derivative or other members of the Boardagreement, in accordance with past practice, for which purpose his arrangement or her qualifications and experience shall be reasonably considered. The Nominating Committee will lead the search for the New Director and will consider in good faith up to two candidates proposed by the ▇▇▇▇▇ Group (any candidate proposed by the ▇▇▇▇▇ Group, a “▇▇▇▇▇ Candidate”). The Nominating Committee will evaluate and give due consideration to all candidates considered for appointment as the New Director, including the ▇▇▇▇▇ Candidates, consistent with the Nominating Committee’s fiduciary duties under applicable law, and, in good faith, the Chair of the Nominating Committee shall consult with ▇▇understanding that ▇▇▇▇▇▇ Tanger (“Tanger”) and keep Tanger reasonably updated throughout the search process described herein (includingor transfers, without limitationin whole or in part, by providing the names of directly or indirectly, any candidates that are formally considered by the Nominating Committee for selection as the New Director nominee following the date hereof). Tanger shall be entitled, upon reasonable advance notice and during normal business hours, to have a reasonable number of meetings (in person or telephonic) with the Chair of the Nominating Committee to discuss the proposed candidates prior to the final selection economic consequences of the New Director; provided, that the Nominating Committee shall have the ultimate discretion to select the New Directorownership of such shares.

Board Matters. The In connection with the actions set forth below and otherwise contemplated by this Agreement, the Board has relied on information and materials that the Investor Group and each New Director (as defined below) has provided to the Company, including interviews conducted of each New Director, information provided in the Nomination Notice, authorizations from the Investor Group and/or the New Directors with respect to background checks, information required to be or customarily disclosed by directors or director candidates in proxy statements or other filings under applicable law or stock exchange rules or listing standards, information in connection with assessing eligibility, independence and other criteria applicable to directors, and the Board and the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) of have assumed (and the BoardInvestor Group and New Directors have represented and warranted) that such information and materials, the Board director questionnaire and the Company shall work in good faith other customary director onboarding documentation provided by each New Director is or will be fully completed, true and each shall use their commercially reasonable efforts to identify and appoint to the Board no later than the conclusion of the 2016 Annual Meeting a new independent (pursuant to NYSE standards) director (hereinafteraccurate. Based on such information, the “New Director”). The Nominating Committee has reviewed and approved the qualifications of each New Director shall be included in the Company’s proxy statement relating to the 2016 Annual Meeting serve as a nominee for director in the class of directors with terms that will expire at the Company’s 2019 Annual Meeting of its stockholders, such proxy statement to include no more than three nominees for election as directors at the 2016 Annual Meeting. In connection with the 2016 Annual Meeting, the Company will (i) nominate the New Director for election as a director of the Company, (ii) recommend that the Company’s stockholders vote in favor of the election of the New Director, (iii) use commercially reasonable efforts to cause the election of the New Director (including supporting the New Director for election in a manner no less rigorous than the manner in which the Company supports all other director nominees), and (iv) solicit proxies in favor of the New Director and cause all Voting Securities represented by proxies granted to it (or any of its officers, directors or representatives) to be voted in favor of the New Director. Upon becoming a member of the BoardBoard and meet the requirements to qualify as “independent” as defined by the listing standards of the NASDAQ Stock Market and by the Securities and Exchange Commission (“SEC”). Concurrently with the effectiveness of this Agreement, the New Director shall have Board will take all necessary action to: (i) increase the same rights and benefits as any other Board member and shall be subject to the same duties, protections and policies of the Company that are applicable to all members of the Board. Furthermore, the New Director shall be considered by the Nominating Committee for inclusion on committees size of the Board in good faith in a manner consistent with other members by four and appoint each of the Board▇▇▇▇ ▇. ▇▇▇▇▇▇▇, in accordance with past practice▇▇▇ ▇. ▇▇▇▇, for which purpose his or her qualifications and experience shall be reasonably considered. The Nominating Committee will lead the search for the New Director and will consider in good faith up to two candidates proposed by the ▇▇▇▇▇▇▇ Group (any candidate proposed by the ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇ Group, a “▇. ▇▇▇▇ Candidate”). The Nominating Committee will evaluate and give due consideration to all candidates considered for appointment as the New Director, including the ▇▇▇▇▇ Candidates, consistent with the Nominating Committee’s fiduciary duties under applicable law, and, in good faith, the Chair of the Nominating Committee shall consult with ▇▇▇▇▇▇▇▇ Tanger (the “TangerNew Directors”) and keep Tanger reasonably updated throughout as new directors of the search process described herein (includingCompany, without limitation, by providing effective as of the names of any candidates that are formally considered by the Nominating Committee for selection as the New Director nominee first business day following the date hereof). Tanger shall be entitled, upon reasonable advance notice and during normal business hours, to have fill the resulting vacancies from such newly created directorships with a reasonable number of meetings term expiring at the 2019 Annual Meeting or until such person’s earlier death, resignation, disqualification or removal; (in person or telephonicii) with the Chair of the Nominating Committee to discuss the proposed candidates prior to the final selection filing and mailing of its definitive proxy statement for the 2019 Annual Meeting and conditioned upon the Investor Group and each New Director delivering to the Company on the date hereof fully executed consents from each New Director setting forth their consent to serve as director nominees and directors and to be named in the Company’s proxy statement and proxy card, nominate each New Director as a candidate for election to the Board at the 2019 Annual Meeting to serve until the 2020 annual meeting of shareholders (the “2020 Annual Meeting”), or until such person’s earlier death, resignation, disqualification or removal, and recommend in favor of and support such New Director’s election to the Board by the shareholders at the 2019 Annual Meeting and solicit shareholders accordingly in the same manner as for other independent director candidates nominated by the Company at the 2019 Annual Meeting; (iii) appoint two of the New Director; provided, that Directors selected by the Nominating Board as new members of the Business Transformation and Strategy Review Committee shall have of the ultimate discretion to select Board (the “Transformation Committee”); (iv) appoint two of the New Directors selected by the Board as new members of the CEO Search Committee of the Board (the “Search Committee”); and (v) at the 2020 Annual Meeting while the Standstill Period (as defined below) is in effect, and conditioned upon each New Director providing the information, authorizations and documentation required of all director nominees, nominate each New Director as a candidate for election to the Board at the 2020 Annual Meeting to serve until the 2021 annual meeting of the shareholders (the “2021 Annual Meeting”) or until such person’s earlier death, resignation, disqualification or removal, and recommend in favor of such New Director’s election to the board by the shareholders at the 2020 Annual Meeting and solicit shareholders accordingly in the same manner as for other independent director candidates nominated by the Company at the 2020 Annual Meeting.

Board Matters. (a) The Nominating Company shall (i) include J▇▇▇▇ ▇. ▇▇▇▇▇▇, E▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., H▇▇▇▇▇ ▇. ▇▇▇▇ and Corporate Governance Committee M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. (the “Nominating CommitteeM▇▇▇▇▇▇”) on the Board’s slate of nominees for election as Class II directors of the Board, Company at the Board and the Company shall work in good faith and each shall use their commercially reasonable efforts to identify and appoint to the Board no later than the conclusion of the 2016 2006 Annual Meeting for a new independent (pursuant to NYSE standards) director (hereinafter, the “New Director”). The New Director shall be included in the Company’s proxy statement relating to the 2016 Annual Meeting as a nominee for director in the class of directors with terms that will expire three-year term ending at the Company’s 2019 2009 Annual Meeting and until their successors have been duly elected and qualified and (ii) use its reasonable best efforts to cause the election of its stockholders, such proxy statement to include no more than three nominees for election as directors at the 2016 Company’s 2006 Annual Meeting. In connection with the 2016 Annual MeetingMeetings including, the Company will (i) nominate the New Director for election as a director of the Companywithout limitation, (ii) recommend recommending that the Company’s stockholders vote in favor of the election of the New Directordirectors at the annual meeting and voting the shares of Common Stock represented by all proxies granted by stockholders in connection with the solicitation of proxies by the Board of Directors in connection with the meeting in favor of such directors, (iii) except for such proxies that specifically indicate a vote to withhold authority with respect to such directors. Neither the Board nor the Company shall take any position, make any statements or take any action inconsistent with such recommendations. The Company shall use commercially its reasonable best efforts to cause hold the election of 2006 Annual Meeting no later than December 7, 2006, but, in any event, the New Director 2006 Annual Meeting shall not be held later than December 15, 2006. (including supporting the New Director for election in a manner no less rigorous than the manner in which the Company supports all other director nominees), and (ivb) solicit proxies The Barington Group agrees to vote in favor of the New Director and cause all Voting Securities represented by proxies granted to it (or any Board’s slate of its officers, nominees for election as Class II directors or representatives) to be voted in favor of the New DirectorCompany at the 2006 Annual Meeting, provided that such slate consists of the director nominees set forth in Section 5(a)(i) above. Upon becoming a No member of the BoardBarington Group shall take any position, make any statements or take any action inconsistent with the New Director shall have foregoing. (c) If at any time during the same rights and benefits as any other Board member and shall be subject to the same duties, protections and policies term of the Company that are applicable Class II directors to all members of be elected at the Board. Furthermore, the New Director 2006 Annual Meeting there shall be considered by the Nominating Committee for inclusion on committees of occur a vacancy in the Board in good faith in a manner consistent with other members of the Board, in accordance with past practice, for which purpose his or her qualifications and experience shall be reasonably considered. The Nominating Committee will lead the search for the New Director and will consider in good faith up to two candidates proposed seat previously occupied by the M▇▇▇▇▇▇ Group (any candidate proposed or during the term of the Class III directors serving as of the date hereof there shall occur a vacancy in the Board seat previously occupied by the ▇J▇▇▇▇ Group, a “▇. ▇▇▇▇▇ Candidate”). The Nominating Committee will evaluate and give due consideration to all candidates considered for appointment as the New Director, including the ▇▇▇▇▇ Candidates, consistent with the Nominating Committee’s fiduciary duties under applicable law, and, in good faith, the Chair of the Nominating Committee shall consult with ▇▇▇▇▇▇▇▇ Tanger (“TangerM▇▇▇▇▇▇▇▇▇▇”) by reason of the resignation, removal, death or incapacity of either of them, then the Company shall take all necessary action to promptly fill such vacancy by a person nominated by the Barington Group having reasonably appropriate business experience and keep Tanger reasonably updated throughout background; provided, however, that if the search process described herein reason for such vacancy is the voluntary resignation of M▇▇▇▇▇▇, then such nomination shall be subject to approval by the Board, which approval shall not be unreasonably withheld or delayed. (d) During the term of the Class III directors serving as of the date hereof, M▇▇▇▇▇▇▇▇▇▇ (i) shall continue to serve on the Executive Committee, (ii) shall continue to serve on another standing committee of the Board (including, without limitation, by providing the names Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee) and (iii) shall be appointed to serve on the Special Committee created pursuant to Section 7 hereof, provided, in each case, that he is then qualified to serve on any such committee under applicable legal requirements and listing standards. During the term of the Class II directors being elected at the 2006 Annual Meeting, M▇▇▇▇▇▇ shall be appointed to serve on a standing committee of the Board on which M▇▇▇▇▇▇▇▇▇▇ is not a member, provided that he is then qualified to serve on any such committee under applicable legal requirements and listing standards. (e) During the term of the Standstill Period (as defined in Section 8 below), the Board shall be comprised of twelve (12) directors and the size of the Board shall not be increased or decreased without the prior written consent of the Barington Group. (f) The Company shall provide the Barington Group with true and complete copies of any candidates that are formally considered by draft preliminary or definitive proxy statements for the Nominating Committee for selection 2006 Annual Meeting as well as the New Director nominee following Form 8-K being filed with respect to this Agreement, not less than three (3) business days in the date hereof). Tanger shall be entitledcase of proxy statements, upon reasonable advance notice and during normal not less than one (1) business hours, to have a reasonable number of meetings (day in person or telephonic) with the Chair case of the Nominating Committee to discuss the proposed candidates Form 8-K, prior to the final selection filing thereof, in order to provide the Barington Group with a reasonable opportunity to review and comment thereon. The Company shall consider in good faith any comments of the New Director; providedBarington Group and its counsel. The Company shall use the language, or a summary thereof that is agreed upon in the foregoing filings, in all other SEC filings that disclose, discuss, refer to or are being filed in response to or as a result of this Agreement. (g) Concurrently with the execution of this Agreement, the Company shall provide evidence, reasonably satisfactory to the Barington Group, that the Nominating Committee shall have Board has authorized and approved this Agreement and the ultimate discretion to select the New Directorexecution and performance hereof.

Board Matters. a. The Nominating Corporation and Corporate Governance Committee the Ancora Parties shall work together in good faith to identify and mutually agree as promptly as practicable after the date hereof, but prior to January 31, 2025, upon a Qualified Independent Candidate (as defined below) for appointment to the Board (such agreed Qualified Independent Candidate, the “Nominating CommitteeNew Independent Director”) ). Once agreed upon by the Parties, the Board and all applicable committees of the Board shall take all necessary actions to appoint the New Independent Director to the Board. At such time that the New Independent Director is appointed to the Board, the Corporation shall take all necessary actions to increase the size of the Board and the Company from thirteen (13) to fourteen (14) directors. For an individual to be a “Qualified Independent Candidate,” such individual shall work in good faith and each shall use their commercially reasonable efforts to identify and appoint (i) have submitted to the Board no later than the conclusion Corporation a fully completed copy of the 2016 Annual Meeting a new independent (pursuant to NYSE standards) Corporation’s standard director (hereinafter, and officer questionnaire and other reasonable and customary director onboarding documentation required by the “New Director”). The New Director shall be included Corporation in the Company’s proxy statement relating to the 2016 Annual Meeting as a nominee for director in the class of directors with terms that will expire at the Company’s 2019 Annual Meeting of its stockholders, such proxy statement to include no more than three nominees for election as directors at the 2016 Annual Meeting. In connection with the 2016 Annual Meetingappointment or election of Board members, copies of which the Company will (i) nominate the New Director for election as a director of the CompanyCorporation shall provide to such individual, (ii) recommend that the Company’s stockholders vote in favor be independent of the election of the New DirectorAncora Parties, (iii) use commercially reasonable efforts to cause the election qualify as an independent director of the Corporation pursuant to New Director York Stock Exchange (including supporting the New Director for election in a manner no less rigorous than the manner in which the Company supports all other director nominees)“NYSE”) listing standards, and (iv) solicit proxies satisfy the criteria set forth in favor Section 7 of the New Director and cause all Voting Securities represented by proxies granted to it (or any of its officers, directors or representatives) Corporation’s Corporate Governance Guidelines to be voted in favor a director of the New Director. Upon becoming a member Corporation (in the case of the matters set forth in clauses (ii) through (iv), as reasonably determined by the Governance and Nominating Committee of the Board, the New Director shall have the same rights and benefits as any other Board member and shall be subject to the same duties, protections and policies ). b. The Corporation also will include each of the Company that are applicable to all members of the Board. Furthermore, the New Director shall be considered by the Nominating Committee for inclusion on committees of the Board in good faith in a manner consistent with other members of the Board, in accordance with past practice, for which purpose his or her qualifications and experience shall be reasonably considered. The Nominating Committee will lead the search for the New Director and will consider in good faith up to two candidates proposed by the G▇▇▇▇▇▇ Group (any candidate proposed by the ▇▇▇▇▇ Group, a “▇▇▇▇▇ Candidate”). The Nominating Committee will evaluate and give due consideration to all candidates considered for appointment as the New Director, including the ▇▇▇▇▇ Candidates, consistent with the Nominating Committee’s fiduciary duties under applicable law, and, in good faith, the Chair of the Nominating Committee shall consult with ▇▇▇▇▇▇▇▇, S▇▇▇▇ Tanger ▇▇▇▇▇, W▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the New Independent Director (the “Ancora Nominees”) in the Corporation’s slate of nominees for election as directors of the Corporation at the 2025 annual Shareholder Meeting and shall recommend, support and solicit proxies for the election of each of the Ancora Nominees at the 2025 annual Shareholder Meeting in the same manner as for the Corporation’s other nominees at the 2025 annual Shareholder Meeting. In the event that any Ancora Nominee is unable or unwilling to stand for election at the 2025 annual Shareholder Meeting, an alternative nominee reasonably approved by the Ancora Parties shall be nominated to stand for election to the Board at the 2025 annual Shareholder Meeting in place of such Ancora Nominee in the same manner as set forth in the previous sentence. c. Concurrent with the execution of this Agreement, the Ancora Parties hereby (i) irrevocably withdraw the Nomination Notice and (ii) irrevocably withdraw any related materials or notices, including the letters dated September 10 and 12, 2024, demanding, pursuant to Virginia Stock Corporation Act (“TangerVSCA”) §13.1-771, to inspect certain books, records and documents of the Corporation and to make and/or receive copies or extracts therefrom. d. Notwithstanding anything to the contrary in this Agreement, the rights and privileges set forth in this Agreement shall be personal to the Ancora Parties and may not be transferred or assigned to any individual, corporation, partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature (each, a “Person”), except that the Ancora Parties shall be permitted to transfer or assign this Agreement to their respective controlled Affiliates, provided that any such transfer or assignment shall not relieve any transferring Ancora Party of its obligations under this Agreement. e. For purposes of this Agreement, the term “Beneficially Own” or variations thereof shall have the meaning set forth in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and keep Tanger reasonably updated throughout the search process described herein (including, without limitation, by providing the names of any candidates that are formally considered by the Nominating Committee for selection as the New Director nominee following the date hereof). Tanger shall be entitled, upon reasonable advance notice and during normal business hours, to have a reasonable number of meetings (in person term “Affiliate” or telephonic) with the Chair of the Nominating Committee to discuss the proposed candidates prior to the final selection of the New Director; provided, that the Nominating Committee variations thereof shall have the ultimate discretion to select meaning set forth in Rule 12b-2 promulgated under the New DirectorExchange Act.

Board Matters. (a) The Nominating Company agrees that prior to the execution and Corporate Governance Committee (the “Nominating Committee”) delivery of the Boardthis Agreement, the Board and the Company shall work in good faith and each shall use their commercially reasonable efforts to identify and appoint to all applicable committees of the Board no later than will (i) take all necessary action (including increasing the conclusion size of the 2016 Annual Meeting a new independent Board by one directorship) to appoint ▇▇. ▇▇▇▇▇▇ ▇. Silvers (pursuant to NYSE standards) director (hereinafter, the “New Director”). The ) to the Board, with an initial term expiring at the 2024 Meeting and (ii) promptly appoint the New Director to each of the Compensation & Human Capital Committee and ESG & Enterprise Risk Committee, upon which committees the New Director shall be included entitled to serve until the Termination Date. For the avoidance of doubt, the size and composition of the Compensation & Human Capital Committee and ESG & Enterprise Risk Committee shall be determined by the Board in its sole discretion, subject only to the inclusion of the New Director on each of them until the Termination Date. Additionally, the Company agrees that the New Director shall be given the same due consideration for membership to each committee of the Board as any other independent director. (b) The Board and all applicable committees of the Board shall take all necessary actions to nominate the New Director as a director for election to the Board at the 2024 Meeting for a term expiring at the 2025 Meeting. The Company shall list the New Director in the Company’s proxy statement relating to and the 2016 Annual proxy card prepared, filed and delivered in connection with the 2024 Meeting. The Company shall recommend, support and solicit proxies for the election of the New Director at the 2024 Meeting as a nominee for director in the class same manner as it recommends, supports, and solicits proxies for the election of directors with terms that will expire at the Company’s 2019 Annual Meeting of its stockholdersother director nominees. Promptly after the New Director’s appointment to the Board, the New Director shall provide to the Company, to the same extent as provided with respect to other nominees, such information as is required to be disclosed in proxy statement to include no more than three statements or other Company filings under applicable law or is otherwise necessary for the inclusion of the New Director on the Board’s slate of nominees for election as directors at or for the 2016 Annual Meeting. In Company to comply with applicable law. (c) The Company shall provide the New Director the same director benefits for service as a member of the Board as other non-employee directors, including, but not limited to (i) compensation for such director’s service as a director and reimbursement for such director’s out-of-pocket expenses on the same basis as all other non-employee directors of the Company, (ii) equity-based compensation grants and other benefits if, to the extent, and on the same basis as all other non-employee directors of the Company and (iii) the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the Company, as such rights may exist from time to time. (d) Each member of the Engine Group shall comply, and shall cause each of its controlled Affiliates and Associates to comply with the terms of this Agreement, and shall be responsible for any breach of this Agreement by any Affiliate or Associate. (e) As soon as practicable on or after the date of this Agreement to the extent not previously provided, the New Director shall submit to the Company a fully completed copy of the Company’s directors’ questionnaire and other reasonable and customary director on-boarding documentation that the Company requires in connection with the 2016 Annual Meetingappointment or election of a new director. (f) If the New Director ceases to be a director of the Board before the Termination Date and at such time the Engine Group is compliant with the Engine Group Minimum Ownership Requirement, then the Engine Group, subject to certifying to the Company will in writing of its compliance with the Engine Group Minimum Ownership Requirement, shall be entitled to designate another individual who (i) nominate is reasonably acceptable to the Board (such acceptance not to be unreasonably withheld, conditioned or delayed), (ii) satisfies customary director nomination and onboarding procedures that are consistent with the Board’s past practice with all directors sitting on the Board, and (iii) meets all director independence and other standards of the New Director for election York Stock Exchange, the Exchange Act, and the SEC to serve as a director of the Company, (ii) recommend that in which case the Company’s stockholders vote in favor Board will appoint the individual as a director of the election of the New Director, Company (iii) use commercially reasonable efforts to cause the election of the New Director (including supporting the New Director for election in a manner no less rigorous than the manner in which the Company supports all other director nominees), and (iv) solicit proxies in favor of the New Director and cause all Voting Securities represented by proxies granted to it (or any of its officers, directors or representatives) to be voted in favor of the New Director. Upon becoming as a member of the Board, the New Director shall have the same rights and benefits as any other Board member and shall be subject to the same duties, protections and policies of the Company that are applicable to all members of the Board. Furthermore, the New Director shall be considered by the Nominating Committee for inclusion on committees of which the Board in good faith in replacement director’s predecessor was a manner consistent with other members of the Board, in accordance with past practice, for which purpose his or her qualifications and experience shall be reasonably considered. The Nominating Committee will lead the search for the New Director and will consider in good faith up to two candidates proposed by the ▇▇▇▇▇ Group (any candidate proposed by the ▇▇▇▇▇ Group, a “▇▇▇▇▇ Candidate”). The Nominating Committee will evaluate and give due consideration to all candidates considered for appointment as the New Director, including the ▇▇▇▇▇ Candidates, consistent with the Nominating Committee’s fiduciary duties under applicable law, and, in good faith, the Chair of the Nominating Committee shall consult with ▇▇▇▇▇▇▇▇ Tanger (“Tanger”) and keep Tanger reasonably updated throughout the search process described herein (including, without limitation, by providing the names of any candidates that are formally considered by the Nominating Committee for selection as the New Director nominee following the date hereof). Tanger shall be entitled, upon reasonable advance notice and during normal business hours, to have a reasonable number of meetings (in person or telephonic) with the Chair of the Nominating Committee to discuss the proposed candidates member immediately prior to the final selection conclusion of the predecessor’s membership on the Board) to serve for the remainder of the term of the replaced New Director; provided, however, notwithstanding anything to the contrary contained in this Agreement, a replacement director will not be a director, officer, employee or Affiliate of Engine. (g) The Company agrees that from the Nominating Committee date of this Agreement until the Termination Date, the size of the Board shall have be no greater than 11 members without the ultimate discretion to select the New DirectorEngine Group’s prior written consent.