Lock-Up Deed relating to the Shares in City of London ... · M2 4WQ, United Kingdom ("Zeus Capital"); and (3) The persons whose names and addresses are set out in Schedule 1 (each

Lock-Up Deed relating to the Shares in City of London Investment Group plc

Dated 2020

(1) City of London Investment Group plc

(2) Zeus Capital Limited

(3) The persons set out in Schedule 1

2

Contents

Page

Definitions and interpretation ...................................................................3

Condition ...............................................................................................5

Lock-up and orderly market arrangements .................................................5

Dealings in securities ............................................................................. 10

Dividend waiver .................................................................................... 10

Authority ............................................................................................. 11

Entire agreement .................................................................................. 11

Costs .................................................................................................. 11

Variation of terms ................................................................................. 11

Assignment .......................................................................................... 12

Third Party Rights ................................................................................. 12

Counterparts and execution .................................................................... 12

Invalidity ............................................................................................. 12

Notices and service of proceedings .......................................................... 12

Appointment of agent for service of process .............................................. 14

Governing law and jurisdiction ................................................................ 15

Schedule 1 The Covenantors ................................................................................... 16

Schedule 2 Letter of Instruction to Registrar ............................................................. 18

LONLIVE\39284732.11 Page 3

Dated 2020

Between:

(1) City of London Investment Group plc, a public limited company incorporated in England and Wales (company number 02685257) with its registered office at 77 Gracechurch Street, London EC3V 0AS, United Kingdom (the "Company");

(2) Zeus Capital Limited, a private limited company incorporated in England and Wales (company number 04417845) with its registered office at 82 King Street, Manchester M2 4WQ, United Kingdom ("Zeus Capital"); and

(3) The persons whose names and addresses are set out in Schedule 1 (each a "Covenantor" and together the "Covenantors").

Background:

(A) At the date of this Agreement, Zeus Capital acts as the Company's Broker.

(B) The Company’s Shares are admitted to the premium segment of the Official List and to trading on the premium segment of the Exchange's main market for listed securities.

(C) Pursuant to the Merger Agreement, the Company has agreed to issue [24,118,400]1 new Shares (the "New Shares") in consideration for the acquisition of the entire issued share capital of KMI.

(D) On completion of the Merger Agreement, the Covenantors will receive the number of New Shares set out against their respective names in column 3 of the table at Schedule 1.

(E) This Agreement provides certain restrictions on the disposal of New Shares issued to the Covenantors pursuant to the Merger Agreement.

It is agreed that:

Definitions and interpretation

1.1 In this Agreement the following words and expressions shall have the following meanings:

"2020 Dividend Waiver Shares" means the number of Shares set out against each Covenantor's name in column 4 of the table at Schedule 1;

"2021 Dividend Waiver Shares" means the number of Shares set out against each Covenantor's name in column 5 of the table at Schedule 1;

"Act" means the Companies Act 2006 of England and Wales;

"Admission" means the admission of the New Shares to be issued at Closing (as defined in the Merger Agreement): (i) to the premium segment of the Official List; and (ii) to trading on the premium segment of the London Stock Exchange's main

1 Note to draft: to insert number of New Shares to be issued at completion prior to signing.


market for listed securities becoming effective in accordance with the Listing Rules and the admission and disclosure standards of the London Stock Exchange;

"Agreement" means this agreement, as varied from time to time pursuant to its terms;

"Board" means the board of directors of the Company or a duly authorised committee thereof;

"Broker" means, in relation to securities of the Company, a member firm of the Exchange who assumes the responsibilities of a broker to the Company which, at the date of this Agreement, shall be Zeus Capital;

"Business Day" means a day (excluding Saturdays and Sundays or public holidays in England and Wales) on which banks generally are open for business in London for the transaction of normal business;

"Dealing Day" means a day on which dealings in domestic securities may take place on, and with the authority of, the London Stock Exchange;

"Disposal" includes, whether directly or indirectly, conditionally or unconditionally, any sale, lending, gift, grant of options or any other interest over, exercise of any option to sell, transfer, creation of a charge, pledge, lien, mortgage or any other encumbrance including the use of Restricted Shares as security or collateral in any form whatsoever for obligations of the Covenantor, swap, or other disposal of, the Covenantor’s Interest in any Restricted Shares or other agreement to do, or public announcement of an intention to enter into, any of the foregoing and "dispose" shall be construed accordingly;

"Family Member" means the spouse, civil partner, co-habitee, child, step-child, sibling, niece, nephew, parent or grandchild of a Covenantor or any spouse, civil partner, co-habitee, parent, child or step-child of any of the foregoing persons;

"Interest" in relation to the New Shares, shall have the meaning given to that term in section 820 of the Act and the term "interested" shall be construed accordingly;

"KMI" means Karpus Management, Inc., a corporation organised under the laws of the State of New York;

"Lock-up Period" means a period of 12 months from the date of Admission;

"London Stock Exchange" means the London Stock Exchange plc;

"Merger Agreement" means the Agreement and Plan of Merger dated as of [•] 2020 by and among the Company, Merger Sub, KMI and George W. Karpus, individually and as the Stockholder Representative (as defined therein), which contemplates, among other things, the acquisition by the Company of the entire issued share capital of KMI from the Covenantors by way of a reverse triangular merger;

"Merger Sub" means Snowball Merger Sub, Inc., a corporation organised under the laws of the State of New York;


"New Shares" has the meaning given in paragraph (C) of the Background to this Agreement;

"Official List" means the official list maintained by the Financial Conduct Authority;

"Orderly Market Period" means a period of 12 months from the date of expiry of the Lock-up Period;

"Parties" means the parties to this Agreement;

"Registrar" means Link Asset Services;

"Restricted Shares" means any New Shares in which a Covenantor has an Interest from time to time;

"Shareholder" means a holder of Shares;

"Shares" means ordinary shares of £0.01 each in the capital of the Company from time to time; and

"Takeover Code" means The City Code on Takeovers and Mergers issued by the Panel on Takeovers and Mergers, from time to time.

1.2 The Interpretation Act 1978 shall apply to this Agreement in the same way as it applies to an enactment.

1.3 References to a statutory provision include any subordinate legislation made from time to time under that provision.

1.4 References to a statutory provision include that provision as from time to time modified or re-enacted so far as the modification or re-enactment applies or is capable of applying to any transactions entered into in accordance with this Agreement.

1.5 References in this Agreement to "Clauses" and to "Schedules" are to clauses of and schedules to this Agreement.

1.6 Headings are included for convenience only and shall not affect the construction of this Agreement.

1.7 All undertakings and obligations of the Covenantors pursuant to this Agreement are several and not joint or joint and several.

Condition

2.1 This Agreement is conditional in all respects, and will take effect, upon Admission.

2.2 In the event that Admission has not occurred on or before 8.00 a.m. on 31 December 2020, this Agreement shall terminate and the parties shall be released and discharged fully and without liability from their respective obligations under this Agreement.

Lock-up and orderly market arrangements

3.1 Each Covenantor hereby undertakes to the Company and the Broker that:


3.1.1 except as provided in Clause 3.2, it will not (without the prior written consent of the Company and the Broker) effect any Disposal during the Lock-up Period; and

3.1.2 except as provided in Clause 3.2, following expiry of the Lock-up Period, it will not during the Orderly Market Period (without the prior written consent of the Company and the Broker) Dispose of any Interest in the Restricted Shares other than:

(a) through the Broker subject to:

(i) the terms relating to price and execution offered by the Broker being no less favourable than those offered generally by other brokers at that time; and

(ii) the Broker being able to arrange for the sale or transfer of relevant Restricted Shares on a "best execution" basis within five Business Days after receiving a request to do so; and

(b) where it notifies the Registrar, in a form reasonably acceptable to the Company, of the number of 2021 Dividend Waiver Shares in respect of which such disposal has been undertaken, being such number as is calculated by multiplying the number of Shares that are the subject of the relevant disposal by the quotient of x/y, where "x" is the number of days from (and including) 1 July 2020 to (but not including) the date of completion of the Merger Agreement, and "y" is 365, and rounding down to the nearest whole number of Shares; and

3.1.3 it will hold its Shares in certificated form until the end of the Orderly Market Period.

3.2 The restrictions contained in Clause 3.1 shall not apply to any of the following:

3.2.1 (a) an acceptance of a general offer to all the shareholders of the Company for the whole or part of the share capital of the Company made in accordance with the Takeover Code; or

(b) the provision of an irrevocable undertaking to accept such an offer as is referred to in Clause 3.2.1(a) above;

3.2.2 any Disposal of Shares pursuant to a scheme of reconstruction under section 110 of the Insolvency Act 1986 in relation to the Company or pursuant to a compromise or arrangement under Part 26 of the Act between the Company and its members or creditors (or any class of them) which is agreed to by the members or creditors and (where required) sanctioned by the court under the Act;

3.2.3 any Disposal at a time when the Shares are no longer admitted to trading on the London Stock Exchange or to listing on the Official List or to listing or trading on any other stock exchange;


3.2.4 any Disposal pursuant to, or in order to implement, a court order;

3.2.5 any Disposal in respect of the Covenantor's entire interest in Dividend Waiver Shares to the personal representatives of any Covenantor who dies during the Lock-up Period or the Orderly Market Period, provided that:

(a) such personal representatives enter into a deed of adherence to be bound in respect of the Restricted Shares transferred to them by the obligations and restrictions set out in this Agreement in a form reasonably acceptable to the Company; and

(b) such personal representatives deliver a form of waiver of dividend addressed to the Company and the Registrar, in a form reasonably acceptable to the Company but substantially in the form set out at Schedule 2, in respect of 2020 Dividend Waiver Shares and 2021 Dividend Waiver Shares transferred to them;

3.2.6 any Disposal by a Covenantor to a trustee or trustees (or another person on behalf of the trustee(s)) of a trust established by such Covenantor or upon a change of any trustees of such a trust, provided that there are no persons beneficially interested in the trust other than the Covenantor making the Disposal and/or any Family Member and/or any one or more charitable bodies and provided further that:

(a) such person or person(s) enter into a deed of adherence to be bound in respect of the Restricted Shares transferred to them by the obligations and restrictions set out in this Agreement in a form reasonably acceptable to the Company;

(b) such person or person(s) deliver a form of waiver of dividend addressed to the Company and the Registrar, in a form reasonably acceptable to the Company but substantially in the form set out at Schedule 2, in respect of 2020 Dividend Waiver Shares and 2021 Dividend Waiver Shares transferred to them; and

(c) if the Disposal is not in respect of the Covenantor’s entire interest in Dividend Waiver Shares, the Covenantor delivers to the Company a form of waiver of dividend addressed to the Company and the Registrar, in a form reasonably acceptable to the Company but substantially in the form at Schedule 2 (and in substitution for any waiver previously delivered by the Covenantor), in respect of the 2020 Dividend Waiver Shares and 2021 Dividend Waiver Shares held by the Covenantor following the Disposal;

3.2.7 any Disposal following the passing of a resolution for the winding-up of the Company;

3.2.8 any Disposal pursuant to an offer by the Company to purchase its own shares which is made on identical terms to all holders of Shares;

3.2.9 any Disposal of the legal title only to Restricted Shares to a professional nominee or trustee, provided that:


(a) there is no Disposal of the beneficial interest in such Restricted Shares;

(b) such professional nominee or trustee has delivered a form of waiver of dividend addressed to the Company and the Registrar, in a form reasonably acceptable to the Company but substantially in the form set out at Schedule 2, in respect of 2020 Dividend Waiver Shares and 2021 Dividend Waiver Shares transferred to it; and


3.2.10 any Disposal of Restricted Shares by a nominee to the beneficial owner of such Restricted Shares or to another nominee of such beneficial owner, provided that:

(a) there is no change in the beneficial ownership of such Restricted Shares;

(b) such beneficial owner or nominee has delivered a form of waiver of dividend addressed to the Company and the Registrar, in a form reasonably acceptable to the Company but substantially in the form set out at Schedule 2, in respect of 2020 Dividend Waiver Shares and 2021 Dividend Waiver Shares transferred to it; and

(c) if the Disposal is not in respect of the transferring nominee’s entire interest in Dividend Waiver Shares, the transferring nominee delivers to the Company a form of waiver of dividend addressed to the Company and the Registrar, in a form reasonably acceptable to the Company but substantially in the form at Schedule 2 (and in substitution for any waiver previously delivered by the transferring nominee), in respect of the 2020 Dividend Waiver Shares and 2021 Dividend Waiver Shares held by the transferring nominee following the Disposal;

3.2.11 any Disposal to a Family Member of the Covenantor making the Disposal, or to The Karpus Family Foundation, any charitable body, any University or other educational establishment or any non-profit organisation (together "Charities"), provided that:

(a) such Family Member or Charity, as the case may be, enters into a deed of adherence to be bound in respect of the Restricted Shares transferred to him or her or it by the obligations and restrictions set out in this Agreement in a form reasonably acceptable to the Company;


(b) such Family Member or Charity, as the case may be, delivers a form of waiver of dividend addressed to the Company and the Registrar, in a form reasonably acceptable to the Company but substantially in the form set out at Schedule 2, in respect of 2020 Dividend Waiver Shares and 2021 Dividend Waiver Shares transferred to it; and


3.2.12 any Disposal by the trustee or trustees of any such trust as is referred to in clause 3.2.6 to any person beneficially entitled under that trust, or by any such personal representatives as are referred to in clause 3.2.5 to any person who is a beneficiary under the Will of the relevant Covenantor, provided that in either case:

(a) such person enters into a deed of adherence to be bound in respect of the Restricted Shares transferred to him or her by the obligations and restrictions set out in this Agreement in a form reasonably acceptable to the Company;

(b) such person delivers a form of waiver of dividend addressed to the Company and the Registrar, in a form reasonably acceptable to the Company but substantially in the form set out at Schedule 2, in respect of 2020 Dividend Waiver Shares and 2021 Dividend Waiver Shares transferred to it; and

(c) if the Disposal is not in respect of the trustee or trustees entire interest in Dividend Waiver Shares, the trustee or trustees deliver(s) to the Company a form of waiver of dividend addressed to the Company and the Registrar, in a form reasonably acceptable to the Company but substantially in the form at Schedule 2 (and in substitution for any waiver previously delivered by the trustee or trustees), in respect of the 2020 Dividend Waiver Shares and 2021 Dividend Waiver Shares held by the trustee or trustees following the Disposal;

3.2.13 any Disposal by a Covenantor in order to satisfy any liability, or generate funds sufficient to discharge any liability, which in either case such Covenantor may have pursuant to the Merger Agreement or pursuant to any Contribution Agreement, Escrow Agreement or similar contract entered into by such Covenantor in relation to or in connection with the Merger Agreement (including, without limitation, any sale by the Escrow Agent (as defined in the Merger Agreement) pursuant to clause 1.09 or clause 1.11 of the Merger Agreement), or which such Covenantor may be required to make


pursuant to or in accordance with the terms of any such Contribution Agreement, Escrow Agreement or similar contract; or

3.2.14 any Disposal by a Covenantor by way of a transfer of Restricted Shares to George W. Karpus pursuant to or in accordance with the terms of any such Contribution Agreement, Escrow Agreement or similar contract as is referred to in clause 3.2.14.

3.3 Any Disposals permitted pursuant to the provisions of Clause 3.2 shall be notified in advance to the Company and the Broker in writing at least 5 Business Days prior to the entry into of any agreement or undertaking relating to the same, save in respect of any Disposal pursuant to any of Clauses 3.2.1, 3.2.2, 3.2.3, 3.2.5, 3.2.6, 3.2.7, 3.2.8, 3.2.11 and 3.2.12, subject always to the Company and the Broker having the right to waive the notice period in this Clause 3.3.

Dealings in securities

Notwithstanding any provision of this Agreement permitting a Disposal, a Covenantor may not effect a Disposal in breach of any restrictions on dealings in securities of the Company pursuant to applicable law or regulation, including but not limited to, the Criminal Justice Act 1993 or the Market Abuse Regulation (Regulation EU 596/2014), and, in the case of any Covenantor who is for the time being subject to the Company's code of dealings in shares, as in force for the time being (the "Share Dealing Code"), a Covenantor may not effect a Disposal in breach of any restrictions on dealings in securities of the Company pursuant to the Share Dealing Code.

Dividend waiver

5.1 Each Covenantor irrevocably and unconditionally waives any right and entitlement it may have:

5.1.1 in respect of its entire holding of the 2020 Dividend Waiver Shares, to receive the final dividend to be declared by the Board in respect of the financial period to 30 June 2020, with an expected record date on 9 October 2020 and an expected payment date of 30 October 2020;

5.1.2 in respect of its entire holding of the 2021 Dividend Waiver Shares, to receive the interim dividend declared by the Board in respect of the financial period to 31 December 2020, expected to be declared in February 2021 and paid in March 2021; and

5.1.3 in respect of its entire holding of the 2021 Dividend Waiver Shares, to receive the final dividend declared by the Board in respect of the financial period to 30 June 2021, expected to be declared in September 2021 and paid in October 2021.

5.2 For the avoidance of doubt, the waiver in Clause 5.1 shall apply, notwithstanding that:

5.2.1 any dividend declared by the Company in respect of the financial period to 30 June 2020 may have a record date after the issue of the New Shares; and


5.2.2 all Shareholders other than the Covenantors shall be entitled to receive such dividend.

5.3 The Company undertakes to declare the final dividend in 2020 and the interim and final dividends in 2021 on the same basis (including, without limitation, with respect to the size of such dividend relative to the financial performance of the Company during the relative financial period) that it has declared dividends in previous years.

5.4 On the date of this Agreement, each Covenantor shall, or shall procure that its/his/her attorney shall, execute a form of waiver of dividend in the form set out at Schedule 2 and shall deliver the same to the Registrar. Each Covenantor agrees that it shall not revoke any waiver of dividend other than in accordance with the terms of this Agreement.

5.5 Each Covenantor acknowledges that in the event of failure to comply, or procure compliance, with their obligations under the undertakings set out in this clause 5, damages alone may not be an adequate remedy and that the Company would be entitled to seek an order for specific performance.

Authority

Each Covenantor warrants that he or she has full power and authority to enter into and give the undertakings in this Agreement without obtaining the consent of any third party.

Entire agreement

This Agreement represents the whole and only agreement between the Parties in relation to its subject matter and supersedes any previous agreement whether written or oral between all or any of the Parties in relation to that subject matter. Notwithstanding the foregoing, if the Company and the Covenantor are obliged to instruct or permit any escrow agent to Dispose of any Restricted Shares pursuant to the Merger Agreement or pursuant to any escrow agreement or similar contract entered into by the Company and such Covenantor in relation to or in connection with the Merger Agreement, then no provision of this Agreement shall relieve the Company or such Covenantor of such obligation and the provisions of this Agreement (and in particular the restrictions in clause 3.1) shall be construed accordingly.

Costs

Except where this Agreement provides otherwise, each party shall pay its own costs relating to the negotiation, preparation, execution and implementation by it of this Agreement and of each document referred to in it.

Variation of terms

The provisions of this Agreement may be varied from time to time by agreement of the Parties, provided that no such variation shall be effective unless in writing and signed by or on behalf of each of the Parties.


Assignment

This Agreement, and the rights and obligations arising under it, shall not be assignable nor transferable without the prior written agreement of each of the other Parties, save on Zeus Capital's resignation or removal as Broker and subject to the terms of this Agreement not being modified, in which case it may be assigned or otherwise transferred by Zeus Capital to the person who succeeds it as Broker, and after any such assignment or transfer, each of the Parties agrees that references in this Agreement (including, for the avoidance of doubt, this Clause 10) to Zeus Capital shall be construed as references to its successor as Broker, so that any successor to Zeus Capital pursuant to this clause may assign or otherwise transfer its rights and obligations to a further or other successor to it as Broker, mutatis mutandis.

Third Party Rights

Except as otherwise expressly stated herein, nothing in this Agreement shall confer any rights on any person (other than the Parties hereto) pursuant to the Contracts (Rights of Third Parties) Act 1999.

Counterparts and execution

12.1 This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts but shall not be effective until each of the Parties has executed at least one counterpart.

12.2 Each counterpart shall constitute an original of this Agreement but all the counterparts shall together constitute but one and the same instrument.

12.3 The Parties to this Agreement have agreed to execute this Agreement as a deed.

Invalidity

If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction that shall not affect or impair:

(a) the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or

(b) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.

Notices and service of proceedings

14.1 Any notice, consent, request, demand, approval or other communication (excluding any claim form, application notice, order or judgment or other notice of process, as referred to in clause 15.2) to be given or made under or in connection with this Agreement (each a "Notice" for the purposes of this clause) shall be in English, in writing and signed by or on behalf of the person giving it.

14.2 Service of a Notice must be effected by one of the following methods:


14.2.1 by hand to the relevant address set out in clause 14.4 and shall be deemed served upon delivery if delivered during a Dealing Day, or at the start of the next Dealing Day if delivered at any other time; or

14.2.2 by prepaid international airmail to the relevant address set out in clause 14.4 and shall be deemed served at the start of the fourth Dealing Day after the date of posting; or

14.2.3 by email transmission to the relevant email address set out in clause 14.4 and shall be deemed served at the time of transmission, or, if this time falls outside a Dealing Day, then at the start of the next Dealing Day after the date of transmission.

14.3 In clause 14.2 "during a Dealing Day" means any time between 9.30 a.m. and 5.30 p.m. on a Dealing Day based on the local time where the recipient of the Notice is located. References to "the start of [a] Dealing Day" and "the end of [a] Dealing Day" shall be construed accordingly.

14.4 Notices should be marked as follows:

14.4.1 If to the Company:

(a) Address: 77 Gracechurch Street, London EC3V 0AS, United Kingdom

(b) For the attention of: The Directors

(c) Email:

In the case of this clause 14.4.1 with a copy (which shall not constitute notice) to:

Stephenson Harwood LLP 1 Finsbury Circus London EC2M 7SH Attention: Alex Haynes Email:

14.4.2 If to Zeus Capital:

(a) Address: 10 Old Burlington Street, London W1S 3AG, United Kingdom

(b) For the attention of: Martin Green

(c) Email:

14.4.3 If to George W. Karpus or any Covenantor:

(a) Address:

(b) For the attention of: George W. Karpus

(c) Email:


In the case of this clause 14.4.3 with a copy (which shall not constitute notice) to:

Harter Secrest & Emery LLC 1600 Bausch & Lomb Place Rochester, New York 14604 Attention: William A. Hoy Email:

14.5 A party may change its address for service provided that it gives the other parties not less than 28 days' prior notice in accordance with this clause 14. Until the end of such notice period, service on the address set out in clause 14.4 shall remain effective.

14.6 If any of the Parties (being an individual) dies, then until receipt by the other Parties of a certified copy of the grant of representation to the estate of the deceased, any notice or other communication addressed to the deceased or to his or her personal representatives and sent or delivered in accordance with this clause 14 shall for all purposes be deemed sufficient service of that communication on the deceased and his or her personal representatives and shall be effectual as if the deceased were still living.

Appointment of agent for service of process

15.1 Each of the Covenantors appoints Addleshaw Goddard LLP (Ref: RNL/366934-1) of One St. Peter's Square, Manchester, M2 3DE, United Kingdom (the "Agent's Address") (or such other person in England or Wales as each Covenantor may from time to time notify in writing to the Company for the purpose) (the "Agent") as its agent for service of process or any notice of proceedings in the English courts.

15.2 Each Covenantor irrevocably agrees that any claim form, application notice, order or judgment or other notice of process shall be sufficiently and effectively served on it if:

15.2.1 delivered to the Agent for the time being at the Agent's Address; or

15.2.2 served on the Agent in any manner permitted by the Civil Procedure Rules of the High Court of Justice in England and Wales.

15.3 If the Agent ceases to act as such, to exist or to have an address in England or Wales where process or written communications may be served, each Covenantor undertakes forthwith to appoint immediately some other person or persons resident in England or Wales as its agent for the purposes of this clause and to notify immediately the Company in writing of such appointment.

15.4 If any Covenantor breaches the undertaking contained in clause 15.3, the Company may appoint any person of its choice to act as such agent and shall forthwith give notice to such Covenantor in writing of such appointment.

15.5 The provisions of this clause 15 applying to service on an agent apply equally to service on a replacement agent.


Governing law and jurisdiction

16.1 This agreement and any non-contractual obligations arising from or in connection with it shall in all respects be governed by and interpreted in accordance with English law.

16.2 The parties irrevocably agree that the courts of England are to have exclusive jurisdiction over any dispute:

16.2.1 arising from or in connection with this agreement; or

16.2.2 relating to any non-contractual obligations arising from or in connection with this agreement,

provided that nothing contained in this clause shall be taken to have limited the right of the Company to proceed in the courts of any other competent jurisdiction.

In witness of which the Parties have executed this document as a deed on the date set out

above.


Schedule 1

The Covenantors

Name Address No. of New Shares No. of 2020 Dividend Waiver Shares2

No. of 2021 Dividend Waiver Shares3

George W. Karpus [●] [●] [●] [●]

Rochester Area Community Foundation

[●] [●] [●] [●]

St. Lawrence University [●] [●] [●] [●]

Dana Consler [●] [●] [●] [●]

Karin Anello (a/k/a Karin Popham)

[●] [●] [●] [●]

Katie McCormick (a/k/a Katie Popham)

[●] [●] [●] [●]

William Popham [●] [●] [●] [●]

Kathleen Crane [●] [●] [●] [●]

Daniel Lippincott [●] [●] [●] [●]

Jo Ann Van Degriff [●] [●] [●] [●]

Thomas Duffy [●] [●] [●] [●]

2 Note to draft: number of New Shares as per column 3 3 Note to draft: if Completion occurs on 1 October 2020, 25% of the number of New Shares, rounded down to the nearest whole number. If Completion happens after 1 October 2020, such number of New Shares, rounded down to the nearest whole number, that shall be equal to the product of (a) the number of New Shares multiplied by (b) a factor which is the quotient of (x) the number of days from (and including) 1 July 2020 to (but not including) the date of Completion, divided by (y) 365.


Name Address No. of New Shares No. of 2020 Dividend Waiver Shares2


Sharon Lomando (a/k/a Sharon Thornton)

[●] [●] [●] [●]

Alana Haehl [●] [●] [●] [●]

Nicholas R. Kuszlyk [●] [●] [●] [●]

Douglas Kuszlyk [●] [●] [●] [●]

Barbara Kuszlyk [●] [●] [●] [●]

Donald Haehl [●] [●] [●] [●]

Deborah Haehl [●] [●] [●] [●]

Alexandria Haehl [●] [●] [●] [●]

Dianna Kuszlyk [●] [●] [●] [●]

Marijoyce Ryan [●] [●] [●] [●]

Joseph Mowrer [●] [●] [●] [●]

Rodd Riesenberger [●] [●] [●] [●]

David D’Ambrosio [●] [●] [●] [●]

Brett Gardner [●] [●] [●] [●]


Schedule 2

Letter of Instruction to Registrar

Link Asset Services 34 Beckenham Road Beckenham Kent BR3 4TU

City of London Investment Group plc 77 Gracechurch Street London EC3V 0AS

Dear Sirs,

We, the persons listed in the Annex to this letter (the "Waiving Shareholders" and each a "Waiving Shareholder"), are the holders of such number of shares of £0.01 each ("Shares") in the capital of City of London Investment Group plc (the "Company") as set out in column 3 of the table in the Annex.

Also set out in the table in the Annex are the following:

"2020 Dividend Waiver Shares" means the number of Shares set out against each Waiving Shareholder's name in column 4 of the table; and

"2021 Dividend Waiver Shares" means the number of Shares set out against each Waiving Shareholder's name in column 5 of the table.

Each Waiving Shareholder irrevocably and unconditionally waives any right and entitlement he, she or it may have:

(i) in respect of his, her or its entire holding of the 2020 Dividend Waiver Shares, to receive the final dividend declared by the Board in respect of the financial period to 30 June 2020, with an expected record date on 9 October 2020 and an expected payment date of 30 October 2020;

(ii) in respect of his, her or its entire holding of the 2021 Dividend Waiver Shares, to receive any interim dividend declared by the Board in respect of the financial period to 31 December 2020, expected to be declared in February 2021 and paid in March 2021; and

(iii) in respect of his, her or its entire holding of the 2021 Dividend Waiver Shares, to receive the final dividend declared by the Board in respect of the financial period to 30 June 2021, expected to be declared in September 2021 and paid in October 2021.

Each Waiving Shareholder warrants that it, he or she has full power and authority to enter into and give the waiver in this Agreement without obtaining the consent of any third party.

This agreement and any non-contractual obligations arising from or in connection with it shall in all respects be governed by and interpreted in accordance with English law.


Executed as a deed by George W. Karpus for himself and on behalf of all Waiving Shareholders pursuant to a power of attorney in the presence of: signature of witness

name

print name of witness

address


Annex

The Waiving Shareholders

Name4 Address No. of New Shares No. of 2020 Dividend Waiver Shares5


George W. Karpus [●] [●] [●] [●]

Rochester Area Community Foundation

[●] [●] [●] [●]

St. Lawrence University [●] [●] [●] [●]

Dana Consler [●] [●] [●] [●]

Karin Anello (a/k/a Karin Popham)

[●] [●] [●] [●]

Katie McCormick (a/k/a Katie Popham)

[●] [●] [●] [●]

William Popham [●] [●] [●] [●]

Kathleen Crane [●] [●] [●] [●]

Daniel Lippincott [●] [●] [●] [●]

Jo Ann Van Degriff [●] [●] [●] [●]

4 Note to draft: Name of registered holder to be included, if different from beneficial owner 5 Note of draft: number of New Shares as per column 3 6 Note to draft: if Completion occurs on 1 October 2020, 25% of the number of New Shares, rounded down to the nearest whole number. If Completion happens after 1 October 2020, such number of New Shares, rounded down to the nearest whole number, that shall be equal to the product of (a) the number of New Shares multiplied by (b) a factor which is the quotient of (x) the number of days from (and including) 1 July 2020 to (but not including) the date of Completion, divided by (y) 365


Name4 Address No. of New Shares No. of 2020 Dividend Waiver Shares5


Thomas Duffy [●] [●] [●] [●]

Sharon Lomando (a/k/a Sharon Thornton)

[●] [●] [●] [●]

Alana Haehl [●] [●] [●] [●]

Nicholas R. Kuszlyk [●] [●] [●] [●]

Douglas Kuszlyk [●] [●] [●] [●]

Barbara Kuszlyk [●] [●] [●] [●]

Donald Haehl [●] [●] [●] [●]

Deborah Haehl [●] [●] [●] [●]

Alexandria Haehl [●] [●] [●] [●]

Dianna Kuszlyk [●] [●] [●] [●]

Marijoyce Ryan [●] [●] [●] [●]

Joseph Mowrer [●] [●] [●] [●]

Rodd Riesenberger [●] [●] [●] [●]

David D’Ambrosio [●] [●] [●] [●]

Brett Gardner [●] [●] [●] [●]


Executed as a deed by City of London Investment Group plc acting by a director in the presence of: signature of witness

signature

print name

name


address

Executed as a deed by Zeus Capital Limited acting by a director in the presence of: signature of witness

signature

print name

name


address

Executed as a deed by George W. Karpus in the presence of: signature of witness

name


address

[Further signature blocks to be inserted in due course]

Documents

Lock-Up Deed relating to the Shares in City of London ... · M2 4WQ, United Kingdom ("Zeus Capital"); and (3) The persons whose names and addresses are set out in Schedule 1 (each