Page 15 of 22 – SEC Filing
during
the Standstill Period. Saba shall not issue a press release in connection with this Agreement, the annual meeting of shareholders
of the Trust for 2017 or the actions contemplated hereby without the prior written consent of the Trust. Nothing in this Agreement
shall prevent (a) any Party from taking any action required by any governmental or regulatory authority (except to the extent
such requirement arose as a result of the discretionary act(s) of such Party), and (b) any Party from making any factual statement
that is required in any compelled testimony or production of information, either by legal process, by subpoena or as part of a
response to a request for information from any governmental authority with jurisdiction over such Party or as otherwise legally
required and (c) Saba and its affiliated persons from communicating with its investors and prospective investors; provided that
such communication is otherwise consistent with this Agreement and the Trust Press Release. Saba shall promptly prepare and file
an amendment to its Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) reporting
its entry into this Agreement (which will not contain any statement inconsistent with the Trust Press Release) and the Item 4
disclosure set forth therein will be in a form materially consistent with the draft previously provided to the Trust.
| 3.2. | Notwithstanding anything in this Agreement to the contrary, the Parties acknowledge and agree that the Trust may not effect a merger, reorganization or any of the other similar actions contemplated in Section 2.2(b)(ii)(B) with another registered investment company for which Clough Capital Partners L.P. serves as investment adviser (whether or not the Trust is the surviving company) at any time before the payment of the Tender Offer proceeds. The Parties acknowledge and agree that the Trust may merge or reorganize with another registered investment company for which Clough Capital Partners L.P. serves as investment adviser (whether or not the Trust is the surviving company) at any time after the payment of the Tender Offer proceeds. The Trust will ensure that the company surviving any such merger, reorganization or any of the other actions contemplated in Section 2.2(b)(ii)(B) with the Trust effects it in a manner that preserves the benefits of this Agreement. |
Section
4. Termination.
| 4.1. | Notwithstanding anything herein to the contrary, if the Trust fails to complete the Tender Offer and distribute the proceeds in cash to the participating shareholders on or before December 31, 2017 this Agreement shall terminate and be of no further force or effect. |
| 4.2. | If the Trust fails to complete the monthly distributions at a rate of 10% (as set forth in Section 1.2) for 24 consecutive months (unless such failure is cured by the Trust by making the appropriate catch up distribution within 3 months of such failed distribution), this Agreement shall terminate and be of no further force or effect upon notice by Saba to the Trust specifying it is terminating the Agreement pursuant to Section 4.2; provided that Saba has continuously owned at least one percent (1%) of the then Total Outstanding Common Shares (and provided proof of ownership thereof). |
| 4.3. | This Agreement remains in full force and effect until the earliest of: |
| (a) | the expiration of the Standstill Period; |
| (b) | a termination of this Agreement pursuant to Section 4.1 or Section 4.2; and |
| (c) | such other date established by mutual written agreement of the Trust and Saba. |
