13D Filing: Saba Capital and Clough Global Dividend & Income Fund (GLV)

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provided, however, that for the avoidance of doubt the foregoing shall not prevent Saba from (A) bringing litigation to
enforce the provisions of this Agreement, (B) making counterclaims with respect to any proceeding initiated by, or on behalf of,
the Trust against Saba, or (C) responding to or complying with a validly initiated legal process;

(k) make any public statement or proposal with respect to (i) any change in the number or term of trustees
or the filling of any vacancies on the Trust Board, (ii) any change in the capitalization or distribution policy of the Trust,
(iii) any other material change in the Trust’s management, business, policies or trust structure, or (iv) any waiver, amendment
or modification to the Agreement and Declaration of Trust or By-Laws of the Trust;
(l) publicly or privately disclose any intention, plan or arrangement inconsistent with the foregoing;
(m) except as specifically contemplated by this Agreement, enter into any discussions, negotiations,
arrangements or understandings with any person with respect to any of the foregoing, or advise, assist, encourage or seek to persuade
others to take any action with respect to any of the foregoing; or
(n) publicly, or privately in a manner that is intended to or would reasonably be expected to require
any public disclosure by the Trust or Saba, request that the Trust, the Trust Board or any of their respective representatives
amend or waive any provision of this Section 2.1 (including this sentence) or for the Trust Board to specifically invite
Saba or any of the Saba Affiliates to take any of the actions prohibited by this Section 2.1.

For the avoidance of doubt, during
the Standstill Period, Saba and its affiliated persons may communicate privately with (a) any third party and (b) the Trust’s
trustees, officers, investment adviser and any sub-adviser, but in each case only so long as (i) such private communications are
not intended to and would not reasonably be expected to require any public disclosure thereof and (ii) such private communications
do not violate the terms of this Agreement.

2.2. Saba covenants and agrees that during the Standstill Period and provided that it (or any of the
Saba Entities) owns or controls shares, it will, and will cause the Saba Entities to:
(a) cause all shares it and the Saba Entities beneficially own as of the record date for such meeting
to be counted as present for purposes of a quorum at any annual or special meeting of shareholders of the Trust; and
(b) vote or cause to be voted at any annual or special meeting of shareholders of the Trust all of
the shares it and the Saba Entities beneficially own as of the record date for such meeting (i) in favor of any proposal with respect
to which the Trust Board recommends a vote in favor of such proposal (except to the extent that the approval of such proposal would
be materially adverse to

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