13D Filing: Saba Capital and Clough Global Equity Fund (GLQ)

and
the Saba Entities immediately following the completion of the Tender Offer (such amount to be confirmed in writing by Saba, together
with a written affirmation by Saba that it has tendered 100% of its and each Saba Entity’s then-owned common shares of the
Trust in the Tender Offer).

2.5.

Saba represents and warrants as follows:

(a)

It has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby.

(b)

This Agreement has been duly and validly authorized, executed and delivered by it and is enforceable against Saba in accordance with its terms.

(c)

The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not contravene any agreement, organizational document or provision of law applicable to it.

(d)

Saba beneficially owns, directly or indirectly, and has the sole power to vote all the common shares of the Trust as described in the recitals to this Agreement, and its ownership of common shares of the Trust has at all times complied with applicable provisions of the 1940 Act.

(e)

As of the date hereof, neither Saba nor any of the Saba Affiliates is a party to any Derivative Securities, including without limitation any swap or hedging transactions or other derivative agreement, or any securities lending or short sale arrangements, of any nature with respect to the common shares of the Trust.

2.6.

The Trust represents and warrants as follows:

(a)

The Trust has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby.

(b)

This Agreement has been duly and validly authorized, executed and delivered by the Trust and it is enforceable against the Trust in accordance with its terms.

(c)

The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not contravene any agreement, organizational document or provision of law applicable to the Trust.

Section
3. Press Releases; Public Statements; Trust Merger.

3.1.

Saba and the Trust agree that, no later than two (2) business days following the execution of this Agreement, the Trust will issue a press release announcing (i) (A) the entrance into and terms of this Agreement, (B) the determination of the Trust Board to commence the Tender Offer and (C) the managed distribution program and (ii) Saba’s withdrawal of its slate of nominees to serve as trustees of the Trust, subject to the other conditions set forth herein, in substantially the form attached as Exhibit A hereto (the “Trust Press Release”), and no Party shall make any statement inconsistent with the Trust Press Release