Common use of Right to Include Registrable Securities Clause in Contracts

Right to Include Registrable Securities. If at any time after the Initial Conversion Date Lazard Ltd proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act, whether or not for sale for its own account (other than pursuant to (i) Section 2.1, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd will each such time promptly give written notice to the Holders (i) of its intention to do so, (ii) of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of rights of Holders under this Article III (the “Article III Notice”). Lazard Ltd will include (A) in the case of a proposed Public Offering all Registrable Securities that Lazard Ltd is requested in writing, within 15 days after the Article III Notice is given, to register by the Holders thereof or (B) in the case of a proposed Partner Interest Offering, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”); provided, however, that (x) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares and prior to the effective date of the Registration Statement filed in connection with such registration, Lazard Ltd shall determine that none of such Lazard Ltd Shares shall be registered, Lazard Ltd may, at its election, give written notice of such determination to all Holders who so requested registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (y) in case of a determination by Lazard Ltd to delay registration of Lazard Ltd Shares, Lazard Ltd shall be permitted to delay the registration of such Registrable Securities pursuant to this Article III for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd of its obligations to effect registrations upon request under Article II.

Right to Include Registrable Securities. If Except in connection with an exclusive demand registration pursuant to Section 2.1 of the Timet Registration Rights Agreement or Section 2.1 of the Registration Rights Agreement (the "Principal Stockholders' Registration Agreement"), dated as of February 25, 1997, among Societe Industrielle de Materiaux Avances, LWH Holding S.A. and Advanced Materials Investments Holding S.A. (collectively, the "Principal Stockholders"), as in effect on the date hereof, if the Company at any time after the Initial Conversion Date Lazard Ltd second anniversary of the date of this Agreement, proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders any of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto its Common Stock under the Securities ActAct by registration on any form other than Forms S-4 or S-8, or a Form S-1 relating to securities to be issued in connection with a merger or similar transaction, whether or not for sale for its own account (other than pursuant to (i) Section 2.1account, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd it will each such time promptly give prompt written notice to the Holders (i) all registered holders of Registrable Securities of its intention to do so, (ii) so and of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of such holders' rights of Holders under this Article III Section 2.1(a). Upon the written request of any such holder made as promptly as practicable and in any event within 10 days after the receipt of any such notice from the Company (which request shall specify the Registrable Securities intended to be disposed of by such holder and the selling price (the “Article III Notice”"First Offer Price") which is acceptable to such holder, as determined in good faith by such holder). Lazard Ltd , the Company will include (A) in use its best efforts to effect the case registration under the Securities Act of a proposed Public Offering all Registrable Securities that Lazard Ltd is which the Company has been so requested in writing, within 15 days after the Article III Notice is given, to register by the Holders holders thereof or (B) in all such holders are referred to herein as the case of a proposed Partner Interest Offering, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”"Selling Holders"); provided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the First Offer Price which any Selling Holder shall have indicated to be acceptable to such Selling Holder, the Company shall so advise such Selling Holder of such price, and such Selling Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; and provided, further, however, that (xany sale of Offered Securities pursuant to the registration provisions of this Section 2.1(a) ifshall, pursuant to Section 2.6(a), be subject to the Company's prior right of first refusal set forth in Section 6 of the Investment Agreement and shall be subject to the additional purchase rights of the Company set forth in Section 2.6(b). If, at any time after giving written notice of its intention to register any Lazard Ltd Shares securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd the Company shall determine that none for any reason not to register or to delay registration of such Lazard Ltd Shares securities, the Company shall be registered, Lazard Ltd may, at its election, give written notice of such determination to all Holders who so requested registration and, thereuponeach Selling Holder of Registrable Securities and (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationregistration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), and (y) in the case of a determination by Lazard Ltd to delay registration of Lazard Ltd Sharesregistering, Lazard Ltd shall be permitted to delay the registration of such registering any Registrable Securities pursuant to this Article III Securities, for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd of its obligations to effect registrations upon request under Article IIsecurities.

Right to Include Registrable Securities. If the Company at any time after the Initial Conversion Date Lazard Ltd proposes to register its Preferred Limited Shares, ADSs or other shares of its capital stock of the same class or series as capital stock constituting Registrable Securities (including for this purpose a registration effected by Lazard Ltd for security holders or American Depositary Shares representing any of Lazard Ltd other than any Holderthe foregoing) any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities ActAct (other than a registration on Form F-4 or S-8, or any successor or other forms promulgated for similar purposes) which registration is reasonably anticipated to become effective after the Closing, whether or not for sale for its own account (other than account, pursuant to (i) Section 2.1, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of which it is permissible to register Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchangeAct, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd it will each such time promptly give prompt written notice to the all Holders (i) of Registrable Securities of its intention to do so, (ii) of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of referring to such Holders' rights of Holders under this Article III (Section 3. Upon the “Article III Notice”). Lazard Ltd will include (A) in the case written request of a proposed Public Offering all Registrable Securities that Lazard Ltd is requested in writing, any such Holder made within 15 days after the Article III Notice is givenreceipt of any such notice, which request may request only the registration of Registrable Securities that are of the same class or series of capital stock as the securities that are proposed by the Company to be covered by the registration statement (or American Depositary Shares representing such capital stock), the Company will use its best efforts to effect the registration under the Securities Act of all such Registrable Securities which the Company has been so requested to register by the Holders thereof or (Bthereof. If a registration requested pursuant to this Section 3(a) in the case involves an underwritten public offering, any Holder of a proposed Partner Interest Offering, all Registrable Securities that Lazard Ltd is requested requesting to be included in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (eachmay elect, a “Piggy-back Registration”); provided, however, that (x) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares and in writing prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd shall determine that none of such Lazard Ltd Shares shall be registered, Lazard Ltd may, at its election, give written notice of such determination to all Holders who so requested registration and, thereupon, shall be relieved of its obligation not to register any Registrable Securities such securities in connection with such abandoned registration, and (y) in case of a determination by Lazard Ltd to delay registration of Lazard Ltd Shares, Lazard Ltd shall be permitted to delay the registration of such Registrable Securities pursuant to this Article III for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd of its obligations to effect registrations upon request under Article II.

Right to Include Registrable Securities. If the Company at any time after the Initial Conversion Date Lazard Ltd proposes to effect a Qualified IPO or, following a Qualified IPO, proposes to register any of its equity securities under the Act (including for this purpose other than by a registration effected by Lazard Ltd for security holders of Lazard Ltd other than on Form S-4 or S-8 or any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Actsuccessor or similar forms), whether or not for sale for its own account (other than pursuant to (i) Section 2.1, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests )account, in a manner that which would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to Act, then the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd Company will each such time promptly give prompt written notice (which shall be at least 30 days prior to the filing) to all Eligible Holders (i) of Registrable Securities of its intention to do so, (ii) so and of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of such Eligible Holders' rights of Holders under this Article III paragraph 1. Upon the written request of any such Eligible Holder made within 20 days after the receipt of any such notice (which request shall specify the “Article III Notice”Registrable Securities intended to be disposed of by such Eligible Holder and the intended method of disposition thereof). Lazard Ltd , the Company will include (A) in use its best efforts to effect the case registration under the Act of a proposed Public Offering all Registrable Securities that Lazard Ltd is which the Company has been so requested in writing, within 15 days after the Article III Notice is given, to register by the Holders holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof or (Bas aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the case of a proposed Partner Interest Offering, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after registration statement which covers the Article III Notice is given, securities which the Company proposes to register by the Holders thereof up to, but not or in excess of, the Pro Rata Cap as determined as of the date of filing of such a separate registration statement (each, a “Piggy-back Registration”)concurrently filed and on terms substantially the same as those being offered to the Company; provided, however, that (x) PROVIDED THAT if, at any time after giving written notice of its intention to register any Lazard Ltd Shares securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd the Company shall determine that none for any reason not to register or to delay registration of such Lazard Ltd Shares shall be registeredsecurities, Lazard Ltd the Company may, at its election, give written notice of such determination to all Holders who so requested registration each Eligible Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (y) in case of a determination by Lazard Ltd to delay registration of Lazard Ltd Shares, Lazard Ltd shall be permitted to delay the registration of such Registrable Securities pursuant to this Article III for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd of its obligations to effect registrations upon request under Article II.:

Right to Include Registrable Securities. If the Company at any time after the Initial Conversion Date Lazard Ltd prior to February 1, 2006, proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders any of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto its Common Stock under the Securities ActAct by registration on any form other than Forms S-4 or S-8 (or successor forms), whether or not for sale for its own account (other than pursuant to (i) Section 2.1account, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd it will each such time promptly give prompt written notice to the Holders (i) all registered holders of Registrable Securities of its intention to do soso and of such holders' rights under this Section 2.2. Upon the written request of any such holder (a "Requesting Holder") made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, that (i) such registration will be on Form S-3 and (ii) such shorter period of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of rights of Holders under this Article III (the “Article III Notice”). Lazard Ltd will include (A) in the case time is required because of a proposed Public Offering planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities that Lazard Ltd is which the Company has been so requested in writing, within 15 days after the Article III Notice is given, to register by the Requesting Holders thereof or (B) thereof; PROVIDED, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the case Company from the managing underwriter of a proposed Partner Interest Offeringthe price at which such securities are to be sold, all if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities that Lazard Ltd is requested included in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (eachstatement; PROVIDED, a “Piggy-back Registration”); providedFURTHER, howeverHOWEVER, that (x) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd the Company shall determine that none for any reason not to register or to delay registration of such Lazard Ltd Shares shall be registeredsecurities, Lazard Ltd the Company may, at its election, give written notice of such determination to all Holders who so requested registration and, thereuponeach Requesting Holder of Registrable Securities and (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationregistration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 2.1, and (y) in the case of a determination by Lazard Ltd to delay registration of Lazard Ltd Sharesregistering, Lazard Ltd shall be permitted to delay the registration of such registering any Registrable Securities pursuant to this Article III Securities, for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. securities. No registration effected under this Article III Section 2.2 shall relieve Lazard Ltd the Company of its obligations obligation to effect registrations any registration upon request under Article IISection 2.1.

Right to Include Registrable Securities. If the Company at any time after prior to the Initial Conversion Date Lazard Ltd fifth anniversary of the effective date of the Company's first registration statement under the Securities Act proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders any of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto its securities under the Securities ActAct (other than by a registration on Form X-0, X-0 or any successor similar forms or any other form not available for registering the Registrable Securities for sale to the public and other than pursuant to Section 2.1 hereof), whether or not for sale for its own account (other than pursuant to (i) Section 2.1account, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd it will each such time promptly time, at least 15 days prior to filing the registration statement, give written notice to the all Holders (i) of Registrable Securities of its intention to do so, . Upon the written request of Holders of an aggregate of at least 25,000 shares (iiappropriately adjusted for subdivisions and combinations of shares of Common Stock and dividends on Common Stock payable in shares of Common Stock hereafter) of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of rights of Holders under this Article III (the “Article III Notice”). Lazard Ltd will include (A) in the case of a proposed Public Offering all Registrable Securities that Lazard Ltd is requested in writingSecurities, made within 15 days after the Article III Notice is givenreceipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by each such Holder and the intended method of disposition thereof), the Company will use reasonable efforts to effect the registration under the Securities Act of an Registrable Securities which the Company has been so requested to register by the Holders thereof or of such Registrable Securities, to the extent requisite to permit the disposition (Bdetermined pursuant to the provisions of Section 2.1(b) in hereof) of the case of a proposed Partner Interest Offering, all Registrable Securities so to be registered, provided that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”); provided, however, that (x) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd the Company shall determine that none for any reason not to register or to delay registration of such Lazard Ltd Shares shall be registeredsecurities, Lazard Ltd the Company may, at its election, give written notice of such determination to all Holders who so requested registration each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationregistration (but not from its obligation to pay expenses in accordance with Section 2.1(e) hereof), without prejudice, however, to the rights of any Holder or Holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 2.1 hereof, and (yii) in the case of a determination by Lazard Ltd to delay registration of Lazard Ltd Sharesregistering, Lazard Ltd shall be permitted to delay the registration of such registering any Registrable Securities being registered pursuant to this Article III Section 2.2(a), for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. securities. No registration effected under this Article III Section 2.2 shall relieve Lazard Ltd the Company of its obligations obligation to effect registrations any registration upon request under Article IISection 2.1 hereof.

Right to Include Registrable Securities. If Parent at any time after the Initial Conversion Date Lazard Ltd proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders any of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto its securities under the Securities ActAct by registration on Form X-0, X-0 or S-3 or any successor or similar form(s) (except registrations on any such Form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger or consolidation), whether or not for sale for its own account (other than pursuant to (i) Section 2.1account, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd it will each such time promptly give prompt written notice to each of the Holders (i) Forstmann Little Partnerships of its intention to do soso and of the Forstmann Little Partnerships' rights under this Section 2.2. Upon the written request of any of the Forstmann Little Partnerships (which request shall specify the maximum number of Registrable Securities intended to be disposed of by the Forstmann Little Partnerships), made as promptly as practicable and in any event within 30 days after the receipt of any such notice (15 days if Parent states in such written notice or gives telephonic notice to the Forstmann Little Partnerships, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of rights of Holders under this Article III (the “Article III Notice”). Lazard Ltd will include (A) in the case time is required because of a proposed Public Offering planned filing date), Parent shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities that Lazard Ltd is which Parent has been so requested in writing, within 15 days after the Article III Notice is given, to register by the Holders thereof or (B) in the case of a proposed Partner Interest OfferingForstmann Little Partnerships; PROVIDED, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”); provided, howeverHOWEVER, that (x) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd Parent shall determine that none for any reason not to register or to delay registration of such Lazard Ltd Shares securities, Parent shall be registered, Lazard Ltd may, at its election, give written notice of such determination and its reasons therefor to all Holders who so requested registration and, thereuponthe Forstmann Little Partnerships and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationregistration (but not from any obligation of Parent to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Forstmann Little Partnerships to request that such registration be effected as a registration under Section 2.1 and (yii) in the case of a determination by Lazard Ltd to delay registration of Lazard Ltd Sharesregistering, Lazard Ltd shall be permitted to delay the registration of such registering any Registrable Securities pursuant to this Article III Securities, for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. securities. No registration effected under this Article III Section 2.2 shall relieve Lazard Ltd Parent of its obligations obligation to effect registrations any registration upon request under Article IISection 2.1. Parent will pay all Registration Expenses in connection with any registration of Registrable Securities requested pursuant to this Section 2.2.

Right to Include Registrable Securities. If the Company at any time after prior to the Initial Conversion Date Lazard Ltd fifth anniversary of the effective date of the Company's first registration statement under the Securities Act proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders any of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto its securities under the Securities ActAct (other than by a registration on Form X-0, X-0 or any successor similar forms or any other form not available for registering the Registrable Securities for sale to the public and other than pursuant to Section 2.1 hereof), whether or not for sale for its own account (other than pursuant to (i) Section 2.1, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd it will each such time promptly time. at least 15 days prior to filing the registration statement, give written notice to the all Holders (i) of Registrable Securities of its intention to do so, . Upon the written request of Holders of an aggregate of at least 100,000 shares (iiappropriately adjusted for subdivisions and combinations of shares of Common Stock and dividends on Common Stock payable in shares of Common Stock hereafter) of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of rights of Holders under this Article III (the “Article III Notice”). Lazard Ltd will include (A) in the case of a proposed Public Offering all Registrable Securities that Lazard Ltd is requested in writing, made within 15 days after the Article III Notice is givenreceipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by each such Holder and the intended method of disposition thereof), the Company will use reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof or of such Registrable Securities, to the extent requisite to permit the disposition (Bdetermined pursuant to the provisions of Section 2.1 (b) in hereof) of the case of a proposed Partner Interest Offering, all Registrable Securities so to be registered provided that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”); provided, however, that (x) if, if at any time after giving written notice of its intention to register any Lazard Ltd Shares securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd the Company shall determine that none of for any reason not to register or to delay registration of-such Lazard Ltd Shares shall be registeredsecurities, Lazard Ltd the Company may, at its election, give written notice of such determination to all Holders who so requested registration each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register. shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationregistration (but not from its obligation to pay expenses in accordance with Section 2.1(e) hereof), without prejudice, however, to the rights of any Holder or Holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 2.1 hereof, and (yii) in the case of a determination by Lazard Ltd to delay registration of Lazard Ltd Sharesregistering, Lazard Ltd shall be permitted to delay the registration of such registering any Registrable Securities being registered pursuant to this Article III Section 2.2(a), for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. securities. No registration effected under this Article III Section 2.2 shall relieve Lazard Ltd the Company of its obligations obligation to effect registrations any registration upon request under Article IISection 2.1 hereof.

Right to Include Registrable Securities. If the Company at any time after the Initial Conversion Date Lazard Ltd prior to February 1, 2006, proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders any of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto its Common Stock under the Securities ActAct by registration on any form other than Forms S-4 or S-8 (or successor forms), whether or not for sale for its own account (other than pursuant to (i) Section 2.1account, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd it will each such time promptly give prompt written notice to the Holders (i) all registered holders of Registrable Securities of its intention to do soso and of such holders' rights under this Section 2.2. Upon the written request of any such holder (a "Requesting Holder") made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, that (i) such registration will be on Form S-3 and (ii) such shorter period of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of rights of Holders under this Article III (the “Article III Notice”). Lazard Ltd will include (A) in the case time is required because of a proposed Public Offering planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities that Lazard Ltd is which the Company has been so requested in writing, within 15 days after the Article III Notice is given, to register by the Requesting Holders thereof or (B) thereof; PROVIDED, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the case Company from the managing underwriter of a proposed Partner Interest Offeringthe price at which such securities are to be sold, all if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities that Lazard Ltd is requested included in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (eachstatement; PROVIDED, a “Piggy-back Registration”); providedFURTHER, howeverHOWEVER, that (x) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd the Company shall determine that none for any reason not to register or to delay registration of such Lazard Ltd Shares shall be registeredsecurities, Lazard Ltd the Company may, at its election, give written notice of such determination to all Holders who so requested registration and, thereuponeach Requesting Holder of Registrable Securities and (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationregistration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, how- ever, to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 2.1, and (y) in the case of a determination by Lazard Ltd to delay registration of Lazard Ltd Sharesregistering, Lazard Ltd shall be permitted to delay the registration of such registering any Registrable Securities pursuant to this Article III Securities, for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. securities. No registration effected under this Article III Section 2.2 shall relieve Lazard Ltd the Company of its obligations obligation to effect registrations any registration upon request under Article IISection 2.1.

Right to Include Registrable Securities. If any IPO Entity at any time, or from time after the Initial Conversion Date Lazard Ltd to time, proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders engage in an Initial Public Offering or any subsequent public offering of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act, whether or not for sale for its own account securities (other than pursuant to (i) Section 2.1, (ii) a registration statement on Form X-0S-8 or S-4) while this Agreement is in effect, Xxxx X-0 or any successor or similar forms, or such IPO Entity shall deliver prompt written notice (iiiwhich notice shall be given at least 45 days prior to such proposed registration) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration to all Holders of Registrable Securities for sale of such IPO Entity's intention to undertake such Offering, describing in reasonable detail the proposed registration and distribution (including in the case of an Initial Public Offering the anticipated range of the proposed offering price, the breadth of which shall not exceed 10% of the lowest price of the estimated range, and the case of all registrations, the class and number of securities proposed to be registered and the distribution arrangements) and of such Holders' right to participate in such registration under this Section 2.2 as hereinafter provided. Subject to the public other provisions of this paragraph (a) and Section 2.2(b), upon the written request of any Holder made within 20 days after the receipt of such written notice (which request shall specify the amount of Registrable Securities to be registered (based on the estimated range) and the intended method of disposition thereof), the Company shall effect the registration under the Securities Act of all Registrable Securities requested by Holders to be so registered (a “Public Offering”) or (b) at any time prior an "Incidental Registration"), to the Initial Conversion Date Lazard Ltd extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the relevant IPO Entity proposes to register any Lazard Ltd Shares and to file a shall cause such Registration Statement to become and remain effective with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of such Registrable Securities for sale in accordance with the registration procedures set forth in Section 3. Immediately upon notification to the public under relevant IPO Entity from the Securities Act (a “Partner Interest Offering”), Lazard Ltd will each such time promptly give written notice to the Holders (i) of its intention to do so, (ii) Underwriter of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of rights of Holders under this Article III (the “Article III Notice”)price at which such securities are to be sold, such IPO Entity shall so advise each participating Holder. Lazard Ltd will include (A) If in the case of a proposed an Initial Public Offering all Registrable Securities that Lazard Ltd is requested in writingsuch price differs from the high or low end of the estimated price range by more than 10%, within 15 days after the Article III Notice is given, to register by the Holders thereof or (B) requesting inclusion in the case of a proposed Partner Interest Offering, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”); provided, however, that (x) ifan Incidental Registration may, at any time after giving written notice of its intention to register any Lazard Ltd Shares and prior to the effective date of the Incidental Registration Statement filed in connection with Statement, revoke or change such registration, Lazard Ltd shall determine that none of such Lazard Ltd Shares shall be registered, Lazard Ltd may, at its election, give request by delivering written notice of to such determination to all Holders who so IPO Entity revoking or changing (specifying such change in reasonable detail) such requested registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with inclusion within such abandoned registration, and (y) in case of a determination by Lazard Ltd to delay registration of Lazard Ltd Shares, Lazard Ltd shall be permitted to delay the registration of such Registrable Securities pursuant to this Article III for the same reasonable time period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon required by the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd of its obligations to effect registrations upon request under Article IIUnderwriter.

Right to Include Registrable Securities. If the Company proposes at any time after the Initial Conversion Date Lazard Ltd proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders any of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto its securities under the Securities ActAct (other than a Shelf Registration Statement) by registration on Forms S-0, X-0 or S-3 or any successor or similar form(s) (except registrations on such Forms or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, reorganization, or consolidation), whether or not for sale for its own account (other than pursuant account, it will, subject to (i) Section 2.12.8 hereof, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration each such time give prompt written notice to all registered holders of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd will each such time promptly give written notice to the Holders (i) of its intention to do soso and of such holders' rights under this Section 2.2. Upon the written request of any such holder (a "Requesting Holder") made as promptly as practicable and in any event within 20 days after the receipt of any such notice (10 days if the Company states in such written notice or gives telephonic notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, that (i) such registration will be on Form S-3 and (ii) such shorter period of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of rights of Holders under this Article III (the “Article III Notice”). Lazard Ltd will include (A) in the case time is required because of a proposed Public Offering planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will, subject to Section 2.8 hereof, use its best efforts to effect the registration under the Securities Act of all Registrable Securities that Lazard Ltd is which the Company has been so requested in writing, within 15 days after the Article III Notice is given, to register by the Requesting Holders thereof or (B) in the case of a proposed Partner Interest Offeringthereof; PROVIDED, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”); provided, howeverHOWEVER, that (x) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd the Company shall determine that none for any reason not to register or to delay registration of such Lazard Ltd Shares shall be registeredsecurities, Lazard Ltd the Company may, at its election, give written notice of such determination to all Holders who so requested registration and, thereuponeach Requesting Holder of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationregistration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 2.1 and (yii) in the case of a determination by Lazard Ltd to delay registration of Lazard Ltd Sharesregistering, Lazard Ltd shall be permitted to delay the registration of such registering any Registrable Securities pursuant to this Article III Securities, for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. securities. No registration effected under this Article III Section 2.2 shall relieve Lazard Ltd the Company of its obligations obligation to effect registrations any registration upon request under Article IISection 2.1. The Company will pay all Registration Expenses in connection with registration of Registrable Securities requested pursuant to this Section 2.2.

Right to Include Registrable Securities. If at any time after the Initial Conversion Date Lazard Ltd Company proposes to register its Common Stock under the Securities Act for a sale that will occur following the expiration of the Lock-Up Period (including for this purpose a registration effected by Lazard Ltd for security holders of Lazard Ltd other than any Holder) any Lazard Ltd Shares and pursuant to file a Registration Statement filed by the Company on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes or filed solely in connection with respect thereto under the Securities Actan exchange offer or any employee benefit or dividend reinvestment plan), whether or not for sale for its own account (other than pursuant to (i) Section 2.1, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests )account, in a manner that which would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) Act, it will, at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd will each such time promptly time, give prompt written notice to the all Holders (i) of its intention to do so, (ii) so and of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of such Holders’ rights of Holders under this Article III (the “Article III Notice”). Lazard Ltd will include (A) in the case of a proposed Public Offering all Registrable Securities that Lazard Ltd is requested in writing, within 15 days after the Article III Notice is given, to register by the Holders thereof or (B) in the case of a proposed Partner Interest Offering, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”)Section 2; provided, however, that nothing in this Agreement shall obligate the Company to provide notice to any Holder or holder of the Company's equity securities in the case of a sale of Registrable Securities (xas such term is defined under the Existing Registration Rights Agreement) by Ignition to one or several purchasers pursuant to an underwritten offering by means of a bought deal, a block trade or a similar transaction that is an underwritten offering (a “Block Sale”). Upon the written request of any such Holder made within seven (7) calendar days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Securities so to be registered; provided that (i) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares securities and prior to the effective date of the Registration Statement filed in connection with such registration, Lazard Ltd the Company shall determine that none for any reason not to proceed with the proposed registration of such Lazard Ltd Shares shall the securities to be registeredsold by it, Lazard Ltd the Company may, at its election, give written notice of such determination to all Holders who so requested registration each Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationregistration (but not from its obligation to pay the registration expenses pursuant to Section 6 hereof in connection therewith), and (yii) if such registration involves an underwritten offering, all Holders requesting to be included in the Company’s registration and to participate in the underwritten offering must enter into an underwriting agreement to sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability, as are customary in combined primary and secondary offerings by the Company and the Investor. If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder requesting to be included in such registration may elect, in writing at least two business days prior to the effective date of the Registration Statement filed in connection with such registration or, in the case of a determination takedown from a Shelf Registration Statement, prior to the launch of such takedown, not to register such securities in connection with such registration. The Company shall not be required to maintain the effectiveness of the Registration Statement for a registration requested pursuant to this Section 2(a) beyond the earlier to occur of (i) 180 calendar days after the effective date thereof and (ii) consummation of the distribution by Lazard Ltd the Holders of the Registrable Securities included in such Registration Statement. Any Holder who has elected to delay registration of Lazard Ltd Shares, Lazard Ltd sell Registrable Securities in an offering pursuant to this Section 2 shall be permitted to delay withdraw from such registration by written notice to the registration Company if the price to the public at which the Registrable Securities are proposed to be sold will be less than 90% of the average closing price of the class of stock being sold in the offering during the 10 trading days preceding the date on which the notice of such Registrable Securities offering was given pursuant to this Article III for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd of its obligations to effect registrations upon request under Article IISection 2(a).

Right to Include Registrable Securities. If the Company at any time after the Initial Conversion Date Lazard Ltd following a Qualified IPO, proposes to register any of its equity securities under the Act (including for this purpose other than by a registration effected by Lazard Ltd for security holders of Lazard Ltd other than on Form S-4 or Form S-8 or any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Actsuccessor or similar forms), whether or not for sale for its own account (other than pursuant to (i) Section 2.1, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests )account, in a manner that which would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to Act, then the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd Company will each such time promptly give prompt written notice (which shall be at least thirty (30) days prior to the filing) to all Eligible Holders (i) of Registrable Securities of its intention to do so, (ii) of such Eligible Holders’ rights under this Paragraph 1 and, to the extent such information is available, of the form type and number of registration statement equity securities to be registered, the distribution arrangements and if the offering is underwritten the proposed price and identity of the SEC that has been selected by Lazard Ltd and (iii) of rights of Holders under this Article III (the “Article III Notice”lead underwriter(s). Lazard Ltd Upon the written request of any such Eligible Holder made within twenty (20) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Eligible Holder and the intended method of disposition thereof), the Company will include (A) in use its best efforts to effect the case registration under the Act of a proposed Public Offering all Registrable Securities that Lazard Ltd is which the Company has been so requested in writing, within 15 days after the Article III Notice is given, to register by the Holders holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof or (Bas aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the case of a proposed Partner Interest Offering, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after registration statement which covers the Article III Notice is given, securities which the Company proposes to register by the Holders thereof up to, but not or in excess of, the Pro Rata Cap as determined as of the date of filing of such a separate registration statement (each, a “Piggy-back Registration”)concurrently filed and on terms substantially the same as those being offered to the Company; provided, however, that (x) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd the Company shall determine that none for any reason not to register or to delay registration of such Lazard Ltd Shares shall be registeredsecurities, Lazard Ltd the Company may, at its election, give written notice of such determination to all Holders who so requested registration each Eligible Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (y) in case of a determination by Lazard Ltd to delay registration of Lazard Ltd Shares, Lazard Ltd shall be permitted to delay the registration of such Registrable Securities pursuant to this Article III for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd of its obligations to effect registrations upon request under Article II.:

Right to Include Registrable Securities. If the Company at any time after the Initial Conversion Date Lazard Ltd proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders any of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto its equity securities under the Securities Act by registration on Form S-1, S-2 or S-3, or any successor or similar form(s) (except rexxxxxxxxons (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan (as defined in 405 of the Securities Act) or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto), whether or not for sale for its own account (other than pursuant to (i) Section 2.1account, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd it will each such time promptly give prompt written notice (but in no event less than 30 days prior to the initial filing of a registration statement with respect thereto) to each of the Holders (i) of its intention to do soso and such notice shall offer the Holders of such Registrable Securities the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writing. Upon the written request of any of the Holders (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder), made as promptly as practicable and in any event within 20 days after the receipt of any such notice (or, 10 days if the Company states in such written notice or gives telephonic notice to each Holder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of rights of Holders under this Article III (the “Article III Notice”). Lazard Ltd will include (A) in the case time is required because of a proposed Public Offering planned filing date), the Company shall include in such registration under the Securities Act all Registrable Securities that Lazard Ltd is which the Company has been so requested in writing, within 15 days after the Article III Notice is given, to register by the Holders thereof or (B) in the case of a proposed Partner Interest Offering, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”)each Holder; provided, however, that (x) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares equity securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd the Company shall determine that none for any reason not to register or to delay registration of such Lazard Ltd Shares equity securities, the Company shall be registered, Lazard Ltd may, at its election, give written notice of such determination and its reasons therefor to all the Holders who so requested registration and, thereuponand (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationregistration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith as provided for in Section 2.2(d)), without prejudice, however, to the rights of the Holders to request that such registration be effected as a registration under Section 2.1 and (yii) in the case of a determination by Lazard Ltd to delay registration of Lazard Ltd Sharesregistering, Lazard Ltd shall be permitted to delay the registration of such registering any Registrable Securities pursuant to this Article III Securities, for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. securities. No registration effected under this Article III Section 2.2 shall relieve Lazard Ltd the Company of its obligations obligation to effect registrations any registration upon request under Article IISection 2.1.

Right to Include Registrable Securities. If the Company at any time after the Initial Conversion Date Lazard Ltd following a Qualified IPO, proposes to register any of its equity securities under the Act (including for this purpose other than by a registration effected by Lazard Ltd for security holders of Lazard Ltd other than on Form S-4 or Form S-8 or any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Actsuccessor or similar forms), whether or not for sale for its own account (other than pursuant to (i) Section 2.1, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests )account, in a manner that which would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to Act, then the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd Company will each such time promptly give prompt written notice (which shall be at least thirty (30) days prior to the filing) to all Eligible Holders (i) of Registrable Securities of its intention to do so, (ii) of such Eligible Holders’ rights under this Paragraph 1 and, to the extent such information is available, of the form type and number of registration statement equity securities to be registered, the distribution arrangements and, if the offering is underwritten, the proposed price and identity of the SEC that has been selected by Lazard Ltd and (iii) of rights of Holders under this Article III (the “Article III Notice”lead underwriter(s). Lazard Ltd Upon the written request of any such Eligible Holder made within twenty (20) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Eligible Holder and the intended method of disposition thereof), the Company will include (A) in use its best efforts to effect the case registration under the Act of a proposed Public Offering all Registrable Securities that Lazard Ltd is which the Company has been so requested in writing, within 15 days after the Article III Notice is given, to register by the Holders holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof or (Bas aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the case of a proposed Partner Interest Offering, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after registration statement which covers the Article III Notice is given, securities which the Company proposes to register by the Holders thereof up to, but not or in excess of, the Pro Rata Cap as determined as of the date of filing of such a separate registration statement (each, a “Piggy-back Registration”)concurrently filed and on terms substantially the same as those being offered to the Company; provided, however, that (x) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd the Company shall determine that none for any reason not to register or to delay registration of such Lazard Ltd Shares shall be registeredsecurities, Lazard Ltd the Company may, at its election, give written notice of such determination to all Holders who so requested registration each Eligible Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (y) in case of a determination by Lazard Ltd to delay registration of Lazard Ltd Shares, Lazard Ltd shall be permitted to delay the registration of such Registrable Securities pursuant to this Article III for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd of its obligations to effect registrations upon request under Article II.:

Right to Include Registrable Securities. If the Company at any time after the Initial Conversion Date Lazard Ltd proposes to register any of its equity securities under the Securities Act by registration on Form X-x, X-0 or S-3, or any successor or similar form(s) (including except registrations (i) pursuant to Section 2.1, (ii) solely for this purpose a registration effected by Lazard Ltd for security holders of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement equity securities in connection with respect thereto an employee benefit plan (as defined in Rule 405 under the Securities Act) or dividend reinvestment plan or stock option or stock incentive plan on Form S-8 or any successor form thereto, (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto, or (iv) of the Common Stock issuable to Lincoln Park pursuant to the equity line of credit to be entered into by the Company with Lincoln Park pursuant to the Term Sheet dated as of January 20, 2014 between the Company and Lincoln Park and the Common Stock to be issued to Lincoln Park and no more than one other investor in connection therewith in a bridge financing at $.55 per share for gross proceeds of up to $1 million (the “Lincoln Equity Line”)), whether or not for sale for its own account account, it will at each such time give prompt written notice (other but in no event less than pursuant 30 days prior to (i) Section 2.1, (ii) the initial filing of a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale thereto) to each of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd will each such time promptly give written notice to the Holders (i) of its intention to do so, (ii) so and such notice shall offer the Holders of such Registrable Securities the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writing. Upon the written request of any of the form Holders (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder), made as promptly as practicable and in any event within 20 days after the receipt of any such notice, the Company shall include in such registration statement of under the SEC that has been selected by Lazard Ltd and (iii) of rights of Holders under this Article III (the “Article III Notice”). Lazard Ltd will include (A) in the case of a proposed Public Offering Securities Act all Registrable Securities that Lazard Ltd is which the Company has been so requested in writing, within 15 days after the Article III Notice is given, to register by the Holders thereof or (B) in the case of a proposed Partner Interest Offering, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”)each Holder; provided, however, that (x) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares equity securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd the Company shall determine that none for any reason not to register or to delay registration of such Lazard Ltd Shares equity securities, the Company shall be registered, Lazard Ltd may, at its election, give written notice of such determination and its reasons therefor to all the Holders who so requested registration and, thereuponand (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationregistration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith as provided for in Section 2.2(d)), without prejudice, however, to the rights of the Holders to request that such registration be effected as a registration under Section 2.1 and (yii) in the case of a determination by Lazard Ltd to delay registration of Lazard Ltd Sharesregistering, Lazard Ltd shall be permitted to delay the registration of such registering any Registrable Securities pursuant to this Article III Securities, for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. securities. No registration effected under this Article III Section 2.2 shall relieve Lazard Ltd the Company of its obligations obligation to effect registrations any registration upon request under Article IISection 2.1.

Right to Include Registrable Securities. If the Company at any time after the Initial Conversion Date Lazard Ltd --------------------------------------- proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders any of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto its Common Stock under the Securities ActAct (other than a registration (i) on Form S-4, S-8 or any similar forms, (ii) in connection with the acquisition by the Company of another company or (iii) relating to shares of Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company), for sale, whether or not for sale for its own account (other than pursuant to (i) Section 2.1account, (ii) on a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act Act, it will give notice (a “Public Offering”the "Registration Notice") or (b) to the holders of Registrable Securities at any time least 40 calendar days prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under anticipated filing date of the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit relating to such registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd will each such time promptly give written notice to the Holders (i) of its intention to do so, (ii) describing such securities and specifying the form and manner of the form of proposed registration statement (including, without limitation, (x) whether such registration will be in connection with an underwritten offering of the SEC that has been selected by Lazard Ltd Common Stock and, if so, the identity of the investment banker (or investment bankers) managing the offering (collectively, the "managing underwriter") and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting and (iiiy) the price (net of rights any underwriting commissions, discounts and the like) at which the Registrable Securities, if any, are reasonably expected to be sold if disclosure of Holders under this Article III (such price is acceptable to the “Article III Notice”managing underwriter). Lazard Ltd Upon the written request of any such holder of Registrable Securities (a "Requesting Holder") to include in such proposed registration Registrable Securities for sale for his account, which notice is delivered to the Company within 30 calendar days after the Registration Notice is deemed to be given and which request shall specify the number of Registrable Securities intended to be disposed of by such Requesting Holder, the Company will include (A) in effect the case registration under the Securities Act of a proposed Public Offering all of the Registrable Securities that Lazard Ltd is the Company has been so requested in writing, within 15 days after the Article III Notice is given, to register by the Holders thereof or (B) in the case of a proposed Partner Interest Offering, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”)register; provided, however, that (x) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares and prior to the effective date of the Registration Statement filed in connection with such registration, Lazard Ltd shall determine that none of such Lazard Ltd Shares shall be registered, Lazard Ltd may, at its election, give written notice of such determination to all Holders who so requested registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (y) in case of a determination by Lazard Ltd to delay registration of Lazard Ltd Shares, Lazard Ltd shall be permitted to delay the registration of such Registrable Securities pursuant to this Article III for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd of its obligations to effect registrations upon request under Article II.that: -------- -------

Right to Include Registrable Securities. If the Company at any time after the Initial Conversion Date Lazard Ltd first anniversary of the issuance of the Series C Preferred Stock and the Series D Preferred Stock proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders any of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto its securities under the Securities ActAct (other than by a registration on Form S-4 or S-8, or any successor or similar forms and other than pursuant to section 2.1, and except for at-the-market offerings under its Stockholder Investment Program (Common Stock), its Dividend Reinvestment Program (Series B Preferred Stock) and its shelf offerings of Common Stock and Series B Convertible Preferred Stock pursuant to one or more Sales Agency Agreements or similar agreements)), whether or not for sale for its own account (other than pursuant to (i) Section 2.1account, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd it will each such time promptly give prompt written notice to the all Holders (i) of Registrable Securities of its intention to do so, (ii) so and of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of such Holders' rights of Holders under this Article III section 2.2. Upon the written request of any such Holder made within 20 days after the receipt of any such notice (which request shall specify the “Article III Notice”Registrable Securities intended to be disposed of by such Holder). Lazard Ltd will include (A) in , the case Company will, subject to the terms of a proposed Public Offering this Agreement, use its best efforts to effect the registration under the Securities Act of all Registrable Securities that Lazard Ltd is which the Company has been so requested in writing, within 15 days after the Article III Notice is given, to register by the Holders thereof or (B) thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the case of a proposed Partner Interest Offering, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (eachwhich covers the securities which the Company proposes to register, a “Piggy-back Registration”); provided, however, provided that (x) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd the Company shall determine that none for any reason either not to register or to delay registration of such Lazard Ltd Shares shall be registeredsecurities, Lazard Ltd the Company may, at its election, give written notice of such determination to all Holders who so requested registration each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith), and (y) in case without prejudice, however, to the rights of a determination by Lazard Ltd to delay registration any Holder or Holders of Lazard Ltd Shares, Lazard Ltd shall be permitted to delay the registration of such Registrable Securities pursuant entitled to this Article III for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd of its obligations to effect registrations upon request under Article II.do so to

Right to Include Registrable Securities. If the Company at any time after the Initial Conversion Date Lazard Ltd proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders any shares of Lazard Ltd other than Common Stock or any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto securities convertible into Common Stock under the Securities ActAct by registration on any form other than Forms S-4 or S-8, whether or not for sale for its own account (other than pursuant to (i) Section 2.1account, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd it will each such time promptly give prompt written notice to the Holders (i) all registered holders of Registrable Securities of its intention to do so, (ii) so and of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of such holders' rights of Holders under this Article III Section 2.2. Upon the written request of any such holder (the “Article III Notice”). Lazard Ltd will include (Aa "Requesting Holder") made as promptly as practicable and in the case of a proposed Public Offering all Registrable Securities that Lazard Ltd is requested in writing, any event within 15 days after the Article III Notice is givenreceipt of any such notice, the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Requesting Holders thereof or (B) thereof; PROVIDED, HOWEVER, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the case Company from the managing underwriter of a proposed Partner Interest Offeringthe price at which such securities are to be sold, all if such price is below the price that any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities that Lazard Ltd is requested included in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”)statement; provided, howeverPROVIDED FURTHER, that (x) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd the Company shall determine that none for any reason not to register or to delay registration of such Lazard Ltd Shares shall be registeredsecurities, Lazard Ltd the Company may, at its election, give written notice of such determination to all Holders who so requested registration and, thereuponeach Requesting Holder of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationregistration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 2.1, and (yii) in the case of a determination by Lazard Ltd to delay registration of Lazard Ltd Sharesregistering, Lazard Ltd shall be permitted to delay the registration of such registering any Registrable Securities pursuant to this Article III Securities, for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltdsecurities. Notwithstanding anything contained in this Section 2.2(a), as the case may be or may abandon Company shall not, if any Requesting Holder shall have requested the registration of Lazard Ltd Sharesshares of Common Stock issuable upon conversion of any Preferred Stock or exercise of any Warrants or other warrants issued under the Credit Agreement, consummate the sale of the securities included in the sole discretion of Lazard Ltd. registration until such time as any applicable waiting period under the Hart-Scott-Rodino Act shall have expired or early termination thereundex xxxxx xxxx xxxx granted if such Requesting Holder notifies the Company that it is required to make a filing under the Hart-Scott-Rodino Act before it may convert its Preferred Stock. No registration effected regxxxxxxxxx xxxxxxxd under this Article III Section 2.2 shall relieve Lazard Ltd the Company of its obligations obligation to effect registrations any registration upon request under Article IISection 2.1.

Right to Include Registrable Securities. If at any time after prior to the Initial Conversion Expiration Date Lazard Ltd the Company proposes to register (including for this purpose a registration effected by Lazard Ltd for any class of debt or equity security holders of Lazard Ltd other than or any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto Common Stock Equivalent under the Securities Act on any form for the registration of securities under such Act, whether or not for sale for its own account (other than pursuant a registration form relating to (i) Section 2.1a registration of a stock option, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or a dividend investment plan; (ii) a registration statement on Form X-0of securities proposed to be issued in exchange for securities or assets of, Xxxx X-0 or any successor in connection with a merger or similar formsconsolidation with, another corporation; or (iii) a registration statement of securities proposed to be issued in exchange for other securities of the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), Company) in a manner that which would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms"Piggyback Registration"), in a manner that would permit registration it will at such time give prompt written notice to all Holders of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd will each such time promptly give written notice to the Holders (i) of its intention to do so, (ii) so and of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of such Holders' rights of Holders under this Article III (Section 7.01. Such rights are referred to hereinafter as "Piggyback Registration Rights". Upon the “Article III Notice”). Lazard Ltd will include (A) in the case written request of a proposed Public Offering all Registrable Securities that Lazard Ltd is requested in writing, any such Holder made within 15 20 days after the Article III Notice is givenreceipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), the Company will include in the Registration Statement the Registrable Securities which the Company has been so requested to register by the Holders thereof or (B) in provided that the case of a proposed Partner Interest Offering, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but Company need not in excess of, the Pro Rata Cap as determined as of the date of filing of include any such registration statement (each, a “Piggy-back Registration”); provided, however, that (x) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares and prior to the effective date of the Registration Statement filed in connection with such registration, Lazard Ltd shall determine that none of such Lazard Ltd Shares shall be registered, Lazard Ltd may, at its election, give written notice of such determination to all Holders who so requested registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (y) in case of a determination by Lazard Ltd to delay registration of Lazard Ltd Shares, Lazard Ltd shall be permitted to delay Registration Statements filed after the registration of such Registrable Securities pursuant to this Article III for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd of its obligations to effect registrations upon request under Article IIExpiration Date.

Right to Include Registrable Securities. If the Company at any time after the Initial Conversion Date Lazard Ltd closing of the IPO (or if the IPO does not close for any reason, after the IPO has been abandoned) proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders any of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act, whether or not for sale for its own account (other than pursuant to (i) Section 2.1, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or successor forms) (each such proposed registration, a “Registration”), each such time the Company shall give written notice (a “Public OfferingRegistration Notice”) to all registered holders of Registrable Securities who are then parties to this Agreement (collectively, “Holders”) of such intention (including a minimum price for purposes of this Agreement (the “Minimum Price”)) and of such Holders’ rights under this Section 2.1. Holders who wish to include all or a portion of their Registrable Securities in a Registration (ba “Requesting Holder”) at any time prior shall deliver a written request (an “Inclusion Request”) to the Initial Conversion Date Lazard Ltd proposes Company specifying the number of such Requesting Holder’s Registrable Securities to register be included in such Registration. An Inclusion Request shall be made as promptly as practicable and in any Lazard Ltd Shares and to file event within 30 days after the receipt of a Registration Statement with respect thereto Notice from the Company, provided that an Inclusion Request shall be made within 15 days (if such date is earlier than the date required by the first clause of this sentence) of the Company’s notification to Holders, that (i) such registration will be on Form S-3 (or a successor form) and (ii) such shorter period of time is required because of a planned filing date. Notice of such expedited response time may be given as part of the Registration Notice or thereafter by telephone or facsimile followed by written confirmation (the date of such notice shall be the date of such telephonic or facsimile notification). Subject to the provisions of this Section, the Company will use its commercially reasonable efforts to effect registration under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of all Registrable Securities for sale which the Company has received Inclusion Requests, provided that the Company shall not be required to make any efforts to include such Registrable Securities in a Registration if neither the CMEP Parties nor any transferee of the CMEP Parties are participating as sellers in such Registration (whether pursuant to this Agreement or otherwise). Upon notification to the Company by the managing underwriter of the public under offering pursuant to which a Registration is effected of the price at which the Company is to sell its Stock, if such price is at or above the Minimum Price, the Company shall include the Registrable Securities Act (a “Partner Interest Offering”), Lazard Ltd will of such Requesting Holder in such Registration and each Requesting Holder shall be obligated to sell such time promptly give written notice Registrable Securities unless the CMEP Parties elect not to sell Registrable Securities. Notwithstanding anything to the Holders (i) of its intention to do socontrary contained herein, (ii) of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of rights of Holders under this Article III (the “Article III Notice”). Lazard Ltd will include (A) in the case of a proposed Public Offering all Registrable Securities that Lazard Ltd is requested in writing, within 15 days after the Article III Notice is given, to register by the Holders thereof or (B) in the case of a proposed Partner Interest Offering, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”); provided, however, that (x) if, if at any time after giving written notice of its intention to register any Lazard Ltd Shares and prior to the effective date of the Registration Statement filed in connection with such registrationRegistration, Lazard Ltd shall determine that none of such Lazard Ltd Shares shall the Company determines for any reason or no reason not to register the securities proposed to be registered, Lazard Ltd may, at its election, give upon written notice of such determination to all Holders who so requested registration andeach Requesting Holder, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationRegistration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), and (y) in the case of a determination by Lazard Ltd to delay registration of Lazard Ltd Sharesregistering, Lazard Ltd shall be permitted to delay the registration of such registering any Registrable Securities pursuant to this Article III for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd of its obligations to effect registrations upon request under Article IIsecurities.

Right to Include Registrable Securities. If the Company at any time after the Initial Conversion Date Lazard Ltd proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto registration statement to register any of its securities of the same class as the Registrable Securities under the Securities Act or the Applicable Canadian Securities Laws (except for a registration statement or prospectus filed in connection with an employee benefit plan, a transaction relating to a merger or business combination, a transaction relating to an exchange offer, a transaction relating to an acquisition of assets or securities, or a transaction otherwise described in Rule 145 of the Securities Act), whether or not for sale for its own account (other than pursuant to (i) Section 2.1account, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd it will each such time promptly give prompt written notice to the Holders (i) all holders of Registrable Securities of its intention to do soso and of such holders' rights under this Section 1.2. Upon the written request of nay such holder (a "Requesting Holder") (which request shall specify the amount of Registrable Securities intended to be disposed of by such Requesting Holder) made as promptly as practicable and in any event within 20 days after the receipt of any such notice (15 days if the Company states in such written notice or gives telephonic notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of rights of Holders under this Article III (the “Article III Notice”). Lazard Ltd will include (A) in the case time is required because of a proposed Public Offering all Registrable Securities that Lazard Ltd is requested in writing, within 15 days after the Article III Notice is given, to register by the Holders thereof or (B) in the case of a proposed Partner Interest Offering, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess ofplanned filing date), the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”); provided, however, that (x) if, at any time after giving written notice of its intention Company will use reasonable efforts to register any Lazard Ltd Shares and prior to the effective date of the Registration Statement filed in connection with such registration, Lazard Ltd shall determine that none of such Lazard Ltd Shares shall be registered, Lazard Ltd may, at its election, give written notice of such determination to all Holders who so requested registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (y) in case of a determination by Lazard Ltd to delay registration of Lazard Ltd Shares, Lazard Ltd shall be permitted to delay effect the registration of such Registrable or file the prospectus under the Securities pursuant to this Article III for Act or the same period as the delay in registering such other Lazard Ltd Shares by Lazard LtdApplicable Canadian Securities Laws, as the case may be or may abandon be, of all Registrable Securities which the registration of Lazard Ltd Shares, in Company has been so requested to register by the sole discretion of Lazard Ltd. Requesting Holders thereof. No registration effected under this Article III Section 1.2 shall relieve Lazard Ltd the Company of its obligations obligation to effect registrations any registration upon request under Article IISection 1.1.

Right to Include Registrable Securities. If the Company at any time time, from and after the Initial Conversion Date Lazard Ltd expiration of any Lock-Up Period (as hereinafter defined), proposes to register its Preferred Limited Shares, ADSs or other shares of its capital stock of the same class or series as capital stock constituting Registrable Securities (including for this purpose a registration effected by Lazard Ltd for security holders or American Depositary Shares representing any of Lazard Ltd other than any Holderthe foregoing) any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities ActAct (other than a registration on Form F-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account (other than account, pursuant to (i) Section 2.1, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of which it is permissible to register Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchangeAct, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd it will each such time promptly give prompt written notice to the all Holders (i) of Registrable Securities of its intention to do so, (ii) of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of referring to such Holders’ rights of Holders under this Article III (Section 3. Upon the “Article III Notice”). Lazard Ltd will include (A) in the case written request of a proposed Public Offering all Registrable Securities that Lazard Ltd is requested in writing, any such Holder made within 15 days after the Article III Notice is givenreceipt of any such notice, which request may request only the registration of Registrable Securities that are of the same class or series of capital stock as the securities that are proposed by the Company to be covered by the registration statement (or American Depositary Shares representing such capital stock) and that are not subject to any Lock-Up Period, the Company will use its best efforts to effect the registration under the Securities Act of all such Registrable Securities which the Company has been so requested to register by the Holders thereof or (Bthereof. If a registration requested pursuant to this Section 3(a) in the case involves an underwritten public offering, any Holder of a proposed Partner Interest Offering, all Registrable Securities that Lazard Ltd is requested requesting to be included in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (eachmay elect, a “Piggy-back Registration”); provided, however, that (x) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares and in writing prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd shall determine that none of such Lazard Ltd Shares shall be registered, Lazard Ltd may, at its election, give written notice of such determination to all Holders who so requested registration and, thereupon, shall be relieved of its obligation not to register any Registrable Securities such securities in connection with such abandoned registration, and (y) in case of a determination by Lazard Ltd to delay registration of Lazard Ltd Shares, Lazard Ltd shall be permitted to delay the registration of such Registrable Securities pursuant to this Article III for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd of its obligations to effect registrations upon request under Article II.

Right to Include Registrable Securities. If at any time after the Initial Conversion Date Lazard Ltd Company proposes to register its Common Stock under the Securities Act for a sale that will occur following the expiration of the Lock-Up Period (including for this purpose a registration effected by Lazard Ltd for security holders of Lazard Ltd other than any Holder) any Lazard Ltd Shares and pursuant to file a Registration Statement filed by the Company on Form S‑4 or S‑8, or any successor or other forms promulgated for similar purposes or filed solely in connection with respect thereto under the Securities Actan exchange offer or any employee benefit or dividend reinvestment plan), whether or not for sale for its own account (other than pursuant to (i) Section 2.1, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests )account, in a manner that which would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) Act, it will, at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd will each such time promptly time, give prompt written notice to the all Holders (i) of its intention to do so, (ii) so and of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of such Holders’ rights of Holders under this Article III (the “Article III Notice”). Lazard Ltd will include (A) in the case of a proposed Public Offering all Registrable Securities that Lazard Ltd is requested in writing, within 15 days after the Article III Notice is given, to register by the Holders thereof or (B) in the case of a proposed Partner Interest Offering, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”)Section 2; provided, however, that nothing in this Agreement shall obligate the Company to provide notice to any Holder or holder of the Company's equity securities in the case of a sale of Registrable Securities (xas such term is defined under the Existing Registration Rights Agreement) by Ignition to one or several purchasers pursuant to an underwritten offering by means of a bought deal, a block trade or a similar transaction that is an underwritten offering (a “Block Sale”). Upon the written request of any such Holder made within seven (7) calendar days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Securities so to be registered; provided that (i) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares securities and prior to the effective date of the Registration Statement filed in connection with such registration, Lazard Ltd the Company shall determine that none for any reason not to proceed with the proposed registration of such Lazard Ltd Shares shall the securities to be registeredsold by it, Lazard Ltd the Company may, at its election, give written notice of such determination to all Holders who so requested registration each Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationregistration (but not from its obligation to pay the registration expenses pursuant to Section 6 hereof in connection therewith), and (yii) if such registration involves an underwritten offering, all Holders requesting to be included in the Company’s registration and to participate in the underwritten offering must enter into an underwriting agreement to sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability, as are customary in combined primary and secondary offerings by the Company and the Investor. If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder requesting to be included in such registration may elect, in writing at least two business days prior to the effective date of the Registration Statement filed in connection with such registration or, in the case of a determination takedown from a Shelf Registration Statement, prior to the launch of such takedown, not to register such securities in connection with such registration. The Company shall not be required to maintain the effectiveness of the Registration Statement for a registration requested pursuant to this Section 2(a) beyond the earlier to occur of (i) 180 calendar days after the effective date thereof and (ii) consummation of the distribution by Lazard Ltd the Holders of the Registrable Securities included in such Registration Statement. Any Holder who has elected to delay registration of Lazard Ltd Shares, Lazard Ltd sell Registrable Securities in an offering pursuant to this Section 2 shall be permitted to delay withdraw from such registration by written notice to the registration Company if the price to the public at which the Registrable Securities are proposed to be sold will be less than 90% of the average closing price of the class of stock being sold in the offering during the 10 trading days preceding the date on which the notice of such Registrable Securities offering was given pursuant to this Article III for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd of its obligations to effect registrations upon request under Article IISection 2(a).

Right to Include Registrable Securities. If the --------------------------------------- Company at any time after the Initial Conversion Date Lazard Ltd proposes to register (including any of its Common Stock or any other class of Registrable Securities or other securities convertible into or exchangeable for this purpose a registration effected by Lazard Ltd for security holders shares of Lazard Ltd its Common Stock or any other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto class of Registrable Securities under the Securities ActAct by registration on any form other than Forms S-4 or S-8 (or any successor forms), whether or not for sale for its own account (other than pursuant to (i) Section 2.1account, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd it will each such time promptly give prompt written notice to the Holders (i) all registered holders of Registrable Securities of its intention to do so, (ii) so and of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of such holders' rights of Holders under this Article III Section 2.2. Upon the written request of any such holder (a "Requesting Holder") made as promptly as practicable and in any event within 30 days after the “Article III Notice”receipt of any such notice from the Company (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder). Lazard Ltd , the Company will include (A) in use its best efforts to effect the case registration under the Securities Act of a proposed Public Offering all Registrable Securities that Lazard Ltd is which the Company has been so requested in writing, within 15 days after the Article III Notice is given, to register by the Requesting Holders thereof or (B) thereof; provided, that prior to the effective date of the registration -------- statement filed in connection with such registration, immediately upon notification to the case Company from the managing underwriter of a proposed Partner Interest Offeringthe price at which such securities are to be sold, all if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities that Lazard Ltd is requested included in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”)statement; provided, -------- further, however, that (x) if, at any time after giving written notice of its ------- ------- intention to register any Lazard Ltd Shares securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd the Company shall determine that none for any reason not to register or to delay registration of such Lazard Ltd Shares shall be registeredsecurities, Lazard Ltd the Company may, at its election, give written notice of such determination to all Holders who so requested registration and, thereuponeach Requesting Holder of Registrable Securities and (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 2.1, and (y) in the case of a determination by Lazard Ltd to delay registration of Lazard Ltd Sharesregistering, Lazard Ltd shall be permitted to delay the registration of such registering any Registrable Securities pursuant to this Article III Securities, for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. securities. No registration effected under this Article III Section 2.2 shall relieve Lazard Ltd the Company of its obligations obligation to effect registrations any registration upon request under Article IISection 2.1.

Right to Include Registrable Securities. If at any time after the Initial Conversion Date Lazard Ltd proposes Company shall propose to register (including for this purpose a registration effected by Lazard Ltd for security holders of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities ActCommon Stock, whether or not for sale for its own account account, under the Securities Act of 1933 or any subsequent similar federal statute and the rules and regulations thereunder (other than pursuant to (i) Section 2.1the "Securities Act"), (ii) a by registration statement on Form XX-0, X-0, Xxxx X-0 or S-3 (but not Form S-4 or S-8) or any successor or similar formsforms (except for any registrations in connection with (x) an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination or (iiiy) debt securities that are not convertible into Common Stock) it shall give written notice to the holders (the "Holders") of the shares of Common Stock issuable pursuant to the exercise hereof that (i) have not been previously registered pursuant to a registration statement for that shall have become effective under the sales Securities Act and (ii) may not be disposed of Lazard Ltd Shares issuable as permitted by, and in compliance with, Rule 144 or issued upon exchange, conversion Rule 145 (or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public successor provisions) under the Securities Act (a “Public Offering”) or (b) at the foregoing shares, together with any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale additional shares of Lazard Ltd Shares issuable or Common Stock issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of stock split or stock dividend are "Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd will each such time promptly give written notice to the Holders (iSecurities") of its intention to do so, (ii) so and of the form Holders' rights under this Section 9 at least 30 days prior to the filing of a registration statement of with respect to such registration with the SEC that has been selected by Lazard Ltd Securities and (iii) of rights of Holders under this Article III Exchange Commission (the “Article III Notice”"SEC"). Lazard Ltd will Upon the written request of any Holder made within 20 days after the receipt of that notice, which request shall specify the Registrable Securities intended to be registered and disposed of by such Holder, the Company shall, subject to the provisions hereof, use its commercially reasonable efforts to include (A) in the case of a proposed Public Offering such registration statement all Registrable Securities that Lazard Ltd is the Company has been so requested in writing, within 15 days after the Article III Notice is given, to register by the Holders thereof or (B) in the case such Holder. If a Holder decides not to include all of a proposed Partner Interest Offering, all its Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register any registration statement thereafter filed by the Holders thereof up toCompany, but not in excess of, such Holder shall nevertheless continue to have the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”); provided, however, that (x) if, at any time after giving written notice of its intention right pursuant to register any Lazard Ltd Shares and prior this Section 9.1 to the effective date of the Registration Statement filed in connection with such registration, Lazard Ltd shall determine that none of such Lazard Ltd Shares shall be registered, Lazard Ltd may, at its election, give written notice of such determination to all Holders who so requested registration and, thereupon, shall be relieved of its obligation to register include any Registrable Securities in connection with such abandoned registration, and (y) in case of a determination by Lazard Ltd to delay any subsequent registration of Lazard Ltd Shares, Lazard Ltd shall be permitted to delay the statement or registration of such Registrable Securities pursuant to this Article III for the same period statements as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon filed by the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd Company with respect to offerings of its obligations to effect registrations securities, upon request under Article IIall the terms and conditions set forth herein.

Right to Include Registrable Securities. If Holdings at any time after the Initial Conversion Date Lazard Ltd proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders any shares of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto Common Stock under the Securities Act, whether or not Act for sale for its own account (other than pursuant to (i) Section 2.1, (ii) a registration statement on Form X-0S-4 or Form S-8, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchangeAct, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd it will each such time promptly give written notice to all stockholders who beneficially own, or who hold, in the Holders (i) case of the Trustee, any Registrable Securities of its intention to do so, (ii) of the registration form of registration statement of the SEC that has been selected by Lazard Ltd Holdings and (iii) of such holders' rights of Holders under this Article III Section 3.2 (the “Article III "Section 3.2 Notice”"). Lazard Ltd Holdings will use its best efforts to include (A) in the case of a proposed Public Offering registration all Registrable Securities that Lazard Ltd Holdings is requested in writing, within 15 calendar days after the Article III Section 3.2 Notice is given, to register by the Holders thereof or (B) in the case of a proposed Partner Interest Offeringstockholders thereof; PROVIDED, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”); provided, howeverHOWEVER, that (xi) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares shares of Common Stock and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd Holdings shall determine that none for any reason not to register such shares of such Lazard Ltd Shares shall be registeredCommon Stock, Lazard Ltd Holdings may, at its election, give written notice of such determination to all Holders stockholders who so requested registration beneficially own, or who hold, in the case of the Trustee, any Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (yii) in case of a determination by Lazard Ltd Holdings to delay registration of Lazard Ltd Sharesshares of Common Stock, Lazard Ltd Holdings shall be permitted to delay the registration of such Registrable Securities pursuant to this Article III for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration shares of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd of its obligations to effect registrations upon request under Article IICommon Stock.

Right to Include Registrable Securities. If at any time after following the Initial Conversion Date Lazard Ltd first anniversary of the closing of the transactions contemplated by the Purchase Agreement, the Company proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders any of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto its Common Stock under the Securities ActAct by registration on any form other than Forms S-4 or S-8 or another similar form under the Securities Act which would not permit the inclusion of Registrable Securities, whether or not for sale for its own account (other than pursuant to (i) Section 2.1account, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd it will each such time promptly give prompt written notice to the Holders (i) all registered holders of Registrable Securities of its intention to do soso and of such holders' rights under this Section 2.1. Upon the written request of any such holder (a "Requesting Holder") made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, that (i) such registration will be on Form S-3 and (ii) such shorter period of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of rights of Holders under this Article III (the “Article III Notice”). Lazard Ltd will include (A) in the case time is required because of a proposed Public Offering planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities that Lazard Ltd is which the Company has been so requested in writing, within 15 days after the Article III Notice is given, to register by the Requesting Holders thereof or (B) thereof; provided, that prior to the effective date of the Registration Statement filed in connection with such registration, immediately upon notification to the case Company from the managing underwriter of a proposed Partner Interest Offeringthe price at which such securities are to be sold, all if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities that Lazard Ltd is requested included in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”)Registration Statement; provided, further, however, that (x) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares securities and prior to the effective date of the Registration Statement filed in connection with such registration, Lazard Ltd the Company shall determine that none for any reason not to register or to delay registration of such Lazard Ltd Shares shall be registeredsecurities, Lazard Ltd the Company may, at its election, give written notice of such determination to all Holders who so requested registration and, thereuponeach Requesting Holder of Registrable Securities and (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationregistration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), and (y) in the case of a determination by Lazard Ltd to delay registration of Lazard Ltd Sharesregistering, Lazard Ltd shall be permitted to delay the registration of such registering any Registrable Securities pursuant to this Article III Securities, for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd of its obligations to effect registrations upon request under Article IIsecurities.

Right to Include Registrable Securities. If at any time after during the Initial Conversion Date Lazard Ltd five-year period commencing on the date hereof, the Company proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders any of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto its Common Stock under the Securities Act, whether or not for sale for its own account for cash (other than pursuant to (i) Section 2.1, (ii) a registration statement on Form X-0S-4 or Form S-8, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for cash sale to the public under the Securities Act (a “Partner Interest Offering”)Act, Lazard Ltd it will each such time promptly give written notice to the all Holders (i) of Registrable Securities of its intention to do so, (ii) of the registration form of registration statement of the SEC that has been selected by Lazard Ltd the Company and (iii) of the rights of Holders under this Article III Section 2.1 (the “Article III "Section 2.1 Notice”"). Lazard Ltd The Company will use reasonable best efforts to include (A) in the case of a proposed Public Offering registration all Registrable Securities that Lazard Ltd the Company is requested in writing, within 15 10 days after the Article III Section 2.1 Notice is given, to register by the Holders thereof or (B) up to a maximum number of shares per Holder in the case of a proposed Partner Interest Offering, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but any twelve month period not in excess of, the Pro Rata Cap as determined as of 10% of the number of Registrable Securities held by such Holder on the date hereof as indicated in Schedule 1 hereto), so long as an aggregate of filing not less than 500,000 shares of such registration statement (each, a “Piggy-back Registration”)Common Stock which are Registrable Securities are so requested by Holders to be included in the proposed registration; provided, however, that (xi) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares equity securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd the Company shall determine that none of for any reason not to register such Lazard Ltd Shares shall be registeredequity securities, Lazard Ltd the Company may, at its election, give written notice of such determination to all Holders who so of Registrable Securities that duly requested registration andsuch registration, thereupon, and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, registration and (yii) in case of a determination by Lazard Ltd the Company to delay registration of Lazard Ltd Sharesits equity securities, Lazard Ltd the Company shall be permitted to delay the registration of such Registrable Securities pursuant to this Article III for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd of its obligations to effect registrations upon request under Article IIequity securities.

Right to Include Registrable Securities. If the Company at any time after the Initial Conversion Date Lazard Ltd proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders any of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto its Common Stock under the Securities ActAct by registration on any form other than Forms S-4 or S-8, whether or not for sale for its own account (other than pursuant to (i) Section 2.1, (ii) a registration statement on Form X-0, Xxxx X-0 or and any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Securityholder is requesting Registrable Securities for sale (as defined in the Other Registration Rights Agreements, referred to herein as "Third Party Securities") be included in such registration, the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd Company will each such time promptly give prompt written notice to the Holders (i) all registered holders of Registrable Securities of its intention to do so, so and of such holders' rights under this Section 2.2. Upon the written request of any such holder (a "Requesting Holder") (which request (i) should specify the Registrable Securities intended to be disposed of by such Requesting Holder and (ii) of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of rights of when aggregated with all other requests from Requesting Holders under this Article III Agreement, must include at least 250,000 shares of Registrable Securities (including at least 50,000 shares of Registrable Securities owned by the “Article III Notice”Principal Stockholder or any transferee thereof pursuant to Section 9 hereof). Lazard Ltd ), made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, that (i) such registration will include be on Form S-3 and (Aii) in the case such shorter period of time is required because of a proposed Public Offering planned filing date), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities that Lazard Ltd is which the Company has been so requested in writing, within 15 days after the Article III Notice is given, to register by the Requesting Holders thereof or (B) thereof; provided, that prior to the effective date of the registration statement filed in connection with such registration, promptly upon notification to the case Company from the managing underwriter of a proposed Partner Interest Offeringthe price at which such securities are to be sold, all if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw promptly its request to have its Registrable Securities that Lazard Ltd is requested included in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”)statement; provided, further, however, that (x) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares securities and prior to the effective date of the Registration Statement registration statement filed in connection connec tion with such registration, Lazard Ltd the Company shall determine that none for any reason not to register or to delay registration of such Lazard Ltd Shares shall be registeredsecurities, Lazard Ltd the Company may, at its election, give written notice of such determination to all Holders who so requested registration and, thereuponeach Requesting Holder of Registrable Securities and (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationregistration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), and (y) in the case of a determination by Lazard Ltd to delay registration of Lazard Ltd Sharesregistering, Lazard Ltd shall be permitted to delay the registration of such registering any Registrable Securities pursuant to this Article III Securities, for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd of its obligations to effect registrations upon request under Article IIsecurities.

Right to Include Registrable Securities. If the Company at any time after the Initial Conversion Date Lazard Ltd proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders any of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto its Common Stock under the Securities ActAct by registration on any form other than Forms S-4 or S-8, whether or not for sale for its own account (other than pursuant to (i) Section 2.1, (ii) a registration statement on Form X-0, Xxxx X-0 or and any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Securityholder is requesting Registrable Securities for sale (as defined in the Other Registration Rights Agreements, referred to herein as "Third Party Securities") be included in such registration, the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd Company will each such time promptly give prompt written notice to the Holders (i) all registered holders of Registrable Securities of its intention to do so, so and of such holders' rights under this Section 2.2. Upon the written request of any such holder (a "Requesting Holder") (which request (i) should specify the Registrable Securities intended to be disposed of by such Requesting Holder and (ii) of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of rights of when aggregated with all other requests from Requesting Holders under this Article III Agreement, must include at least 250,000 shares of Registrable Securities (including at least 50,000 shares of Registrable Securities owned by the “Article III Notice”Principal Stockholder or any transferee thereof pursuant to Section 9 hereof). Lazard Ltd ), made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, that (i) such registration will include be on Form S-3 and (Aii) in the case such shorter period of time is required because of a proposed Public Offering planned filing date), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities that Lazard Ltd is which the Company has been so requested in writing, within 15 days after the Article III Notice is given, to register by the Requesting Holders thereof or (B) thereof; PROVIDED, that prior to the effective date of the registration statement filed in connection with such registration, promptly upon notification to the case Company from the managing underwriter of a proposed Partner Interest Offeringthe price at which such securities are to be sold, all if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw promptly its request to have its Registrable Securities that Lazard Ltd is requested included in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (eachstatement; PROVIDED, a “Piggy-back Registration”); providedFURTHER, howeverHOWEVER, that (x) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd the Company shall determine that none for any reason not to register or to delay registration of such Lazard Ltd Shares shall be registeredsecurities, Lazard Ltd the Company may, at its election, give written notice of such determination to all Holders who so requested registration and, thereuponeach Requesting Holder of Registrable Securities and (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationregistration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), and (y) in the case of a determination by Lazard Ltd to delay registration of Lazard Ltd Sharesregistering, Lazard Ltd shall be permitted to delay the registration of such registering any Registrable Securities pursuant to this Article III Securities, for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd of its obligations to effect registrations upon request under Article IIsecurities.

Right to Include Registrable Securities. If Parent at any time after the Initial Conversion Date Lazard Ltd proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders any of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto its securities under the Securities ActAct by registration on Form X-0, X-0 or S-3 or any successor or similar form(s) (except registrations on any such Form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger or consolidation), whether or not for sale for its own account (other than pursuant to (i) Section 2.1account, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd it will each such time promptly give prompt written notice to each of the Holders (i) Forstmann Little Partnerships of its intention to do soso and of the Forstmann Little Partnerships' rights under this Section 2.2. Upon the written request of any of the Forstmann Little Partnerships (which request shall specify the maximum number of Registrable Securities intended to be disposed of by the Forstmann Little Partnerships), made as promptly as practicable and in any event within 30 days after the receipt of any such notice (15 days if Parent states in such written notice or gives telephonic notice to the Forstmann Little Partnerships, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of rights of Holders under this Article III (the “Article III Notice”). Lazard Ltd will include (A) in the case time is required because of a proposed Public Offering planned filing date), Parent shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities that Lazard Ltd is which Parent has been so requested in writing, within 15 days after the Article III Notice is given, to register by the Holders thereof or (B) in the case of a proposed Partner Interest OfferingForstmann Little Partnerships; PROVIDED, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”); provided, howeverHOWEVER, that (x) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd Parent shall determine that none for any reason not to register or to delay registration of such Lazard Ltd Shares securities, Parent shall be registered, Lazard Ltd may, at its election, give written notice of such determination and its reasons therefor to all Holders who so requested registration and, thereuponthe Forstmann Little Partnerships and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationregistration (but not from any obligation of Parent to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Forstmann Little Partnerships to request that such registration be effected as a registration under Section 2.1 and (yii) in the case of a determination by Lazard Ltd to delay registration of Lazard Ltd Sharesregistering, Lazard Ltd shall be permitted to delay the registration of such registering any Registrable Securities pursuant to this Article III Securities, for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. securities. No registration effected under this Article III Section 2.2 shall relieve Lazard Ltd Parent of its obligations obligation to effect registrations any registration upon request under Article II.Section 2.1. Parent will pay all Registration Expenses in connection with any registration of Registrable Securities requested pursuant to this Section 2.2. No registration effected by the Company pursuant to a Rio Bravo Request shall be deemed to be a registration pursuant to this Section 2.2

Right to Include Registrable Securities. If at any time after following the Initial Conversion Date Lazard Ltd proposes consummation of the Company's initial public offering, the Company shall propose to register (including for this purpose a registration effected by Lazard Ltd for security holders of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities ActCommon Stock, whether or not for sale for its own account account, under the Securities Act of 1933 or any subsequent similar federal statute and the rules and regulations thereunder (the "Securities Act"), by registration on Form SB-2, S-1, S-2 or S-3 (but not Form S-4 or S-8) or any successor xx xxxxxxx xxxxx (except for any registrations in connection with (x) an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other than pursuant business combination or (y) debt securities that are not convertible into Common Stock) it shall give written notice to the holders (the "Holders") of the Shares that (i) Section 2.1, have not been previously registered pursuant to a registration statement that shall have become effective under the Securities Act and (ii) a registration statement on Form X-0may not be disposed of as permitted by, Xxxx X-0 and in compliance with, Rule 144(k) or any Rule 145 (or successor or similar forms, or (iiiprovisions) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at the foregoing Shares, together with any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale additional shares of Lazard Ltd Shares issuable or Common Stock issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of stock split or stock dividend are "Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd will each such time promptly give written notice to the Holders (iSecurities") of its intention to do so, (ii) so and of the form Holders' rights under this Section 1 at least 30 days prior to the filing of a registration statement of with respect to such registration with the SEC that has been selected by Lazard Ltd Securities and (iii) of rights of Holders under this Article III Exchange Commission (the “Article III Notice”"SEC"). Lazard Ltd will Upon the written request of any Holder made within 20 days after the receipt of that notice, which request shall specify the Registrable Securities intended to be registered and disposed of by such Holder, the Company shall, subject to the provisions hereof, use its commercially reasonable efforts to include (A) in the case of a proposed Public Offering such registration statement all Registrable Securities that Lazard Ltd is the Company has been so requested in writing, within 15 days after the Article III Notice is given, to register by the Holders thereof or (B) in the case such Holder. If a Holder decides not to include all of a proposed Partner Interest Offering, all its Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register any registration statement thereafter filed by the Holders thereof up toCompany, but not in excess of, such Holder shall nevertheless continue to have the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”); provided, however, that (x) if, at any time after giving written notice of its intention right pursuant to register any Lazard Ltd Shares and prior this Section 1.1 to the effective date of the Registration Statement filed in connection with such registration, Lazard Ltd shall determine that none of such Lazard Ltd Shares shall be registered, Lazard Ltd may, at its election, give written notice of such determination to all Holders who so requested registration and, thereupon, shall be relieved of its obligation to register include any Registrable Securities in connection with such abandoned registration, and (y) in case of a determination by Lazard Ltd to delay any subsequent registration of Lazard Ltd Shares, Lazard Ltd shall be permitted to delay the statement or registration of such Registrable Securities pursuant to this Article III for the same period statements as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon filed by the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd Company with respect to offerings of its obligations to effect registrations securities, upon request under Article IIall the terms and conditions set forth herein.

Right to Include Registrable Securities. If at any Each time after the Initial Conversion Date Lazard Ltd Del Monte proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto the Del Monte Common Stock under the Securities ActAct (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account (other than account, pursuant to (i) Section 2.1, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of which it is permissible to register Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior Act, it will give prompt written notice to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration all Holders of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd will each such time promptly give written notice to the Holders (i) of its intention to do so, (ii) so and of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of Holders' rights of Holders under this Article III (Section 3. Upon the “Article III Notice”). Lazard Ltd will include (A) in the case written request of a proposed Public Offering all Registrable Securities that Lazard Ltd is requested in writing, any such Holder made within 15 days after the Article III Notice is givenreceipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), Del Monte will use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which Del Monte has been so requested to register by the Holders thereof or (B) in the case of a proposed Partner Interest Offering, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”)thereof; provided, however, that (xi) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd Del Monte shall determine that none of such Lazard Ltd Shares shall be registeredfor any reason not to proceed with the proposed registration, Lazard Ltd Del Monte may, at its election, give written notice of such determination to all Holders who so requested registration and, thereupon, each Holder of Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, registration and (yii) if such registration involves an underwritten offering by Del Monte (underwritten, at least in case part, by Persons who are not affiliates of a determination by Lazard Ltd Del Monte or any Holder), all Holders requesting to delay be included in Del Monte's registration of Lazard Ltd Shares, Lazard Ltd shall be permitted to delay the registration of such must sell their Registrable Securities to such underwriters who shall have been selected by Del Monte on the same terms and conditions as apply to Del Monte, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings. If a proposed registration pursuant to this Article III for Section 3(a) involves such an underwritten public offering, any Holder making a request to be included in such registration may elect in writing, prior to the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon effective date of the registration of Lazard Ltd Sharesstatement filed in connection with such registration, to withdraw such request and not to have such securities registered in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd of its obligations to effect registrations upon request under Article IIconnection with such registration.

Right to Include Registrable Securities. If the --------------------------------------- Company at any time after the following an Initial Conversion Date Lazard Ltd Public Offering proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders any shares of Lazard Ltd other than Common Stock or any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto securities convertible into Common Stock under the Securities ActAct by registration on any form other than Forms S-4 or S-8, whether or not for sale for its own account (other than pursuant to (i) Section 2.1account, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd it will each such time promptly give prompt written notice to the Holders (i) all registered holders of Registrable Securities of its intention to do so, (ii) so and of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of such holders' rights of Holders under this Article III Section 2.2. Upon the written request of any such holder (a "Requesting Holder") made as promptly as ----------------- practicable and in any event within 30 days after the “Article III Notice”). Lazard Ltd receipt of any such notice, the Company will include (A) in use its best efforts to effect the case registration under the Securities Act of a proposed Public Offering all Registrable Securities that Lazard Ltd is the Company has been so requested in writing, within 15 days after the Article III Notice is given, to register by the Requesting Holders thereof or (B) in the case of a proposed Partner Interest Offering, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”)thereof; provided, however, that (x) -------- ------- prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price that any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; provided, further, however, that if, at any time after giving written -------- ------- ------- notice of its intention to register any Lazard Ltd Shares securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd the Company shall determine that none for any reason not to register or to delay registration of such Lazard Ltd Shares shall be registeredsecurities, Lazard Ltd the Company may, at its election, give written notice of such determination to all Holders who so requested registration and, thereuponeach Requesting Holder of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationregistration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 2.1, and (yii) in the case of a determination by Lazard Ltd to delay registration of Lazard Ltd Sharesregistering, Lazard Ltd shall be permitted to delay the registration of such registering any Registrable Securities pursuant to this Article III Securities, for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltdsecurities. Notwithstanding anything contained in this Section 2.2(a), as the case may be or may abandon Company shall not, if any Requesting Holder shall have requested the registration of Lazard Ltd Shares, shares of Common Stock issuable upon exercise of any Warrants in the sole discretion registration, consummate the sale of Lazard Ltd. the securities included in the registration until such time as any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or early termination thereunder shall have been granted if such Requesting Holder notifies the Company that it is required to make a filing under the Xxxx-Xxxxx-Xxxxxx Act before it may exercise its Warrants. No registration effected under this Article III Section 2.2 shall relieve Lazard Ltd the Company of its obligations obligation to effect registrations any registration upon request under Article IISection 2.1.

Right to Include Registrable Securities. If at any Each time after the Initial Conversion Date Lazard Ltd Northwest proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto the Northwest Common Stock under the Securities ActAct (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account (other than account, pursuant to (i) Section 2.1, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of which it is permissible to register Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchangeAct, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd it will each such time promptly give prompt written notice to the Holders (i) Holders' Representative of its intention to do so, (ii) so and of the form of registration statement Holders' rights under this Section 2. Upon the written request of the SEC that has been selected by Lazard Ltd Holders' Representative made in good faith on behalf of any Holders and (iii) of rights of Holders under this Article III (the “Article III Notice”). Lazard Ltd will include (A) in the case of a proposed Public Offering all Registrable Securities that Lazard Ltd is requested in writing, made within 15 days after the Article III Notice is givenreceipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by each Holder), Northwest will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Northwest has been so requested to register by the Holders thereof or (B) in the case of a proposed Partner Interest Offering, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”)Holders' Representative; provided, howeverPROVIDED, that (xi) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd Northwest shall determine that none of such Lazard Ltd Shares shall be registeredfor any reason not to proceed with the proposed registration, Lazard Ltd Northwest may, at its election, give written notice of such determination to all Holders who so requested registration and, thereupon, the Holders' Representative and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith), and (yii) if such registration involves an underwritten offering by Northwest (underwritten, at least in case part, by Persons who are not affiliates or associates of a determination by Lazard Ltd Northwest or any Holder), all Holders requesting to delay registration of Lazard Ltd Shares, Lazard Ltd shall be permitted the Holders' Representative to delay the registration of such have Registrable Securities included in Northwest's registration must sell their Registrable Securities to such underwriters who shall have been selected by Northwest on the same terms and conditions as apply to Northwest, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings. If a proposed registration pursuant to this Article III for Section 2(a) involves such an underwritten public offering, any Holder making a request to the same period as Holders' Representative under this Section 2(a) in connection with such registration may elect in writing, prior to the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon effective date of the registration of Lazard Ltd Sharesstatement filed in connection with such registration, to withdraw such request from the Holders' Representative and not to have such securities registered in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd of its obligations to effect registrations upon request under Article IIconnection with such registration.

Right to Include Registrable Securities. If the Company at any time after the Initial Conversion first anniversary of the Effective Date Lazard Ltd and prior to December 31, 2012 proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders any of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto its securities under the Securities ActAct (other than by a registration on Form X-0, X-0 or any successor similar forms or any other form not available for registering the Registrable Securities for sale to the public and other than pursuant to Section 2.1 hereof), whether or not for sale for its own account (other than pursuant to (i) Section 2.1account, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd it will each such time promptly time, at least 15 days prior to filing the registration statement, give written notice to the all Holders (i) of Registrable Securities of its intention to do so, . Upon the written request of Holders of an aggregate of at least 25,000 shares (iiappropriately adjusted for subdivisions and combinations of shares of Common Stock and dividends on Common Stock payable in shares of Common Stock hereafter) of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of rights of Holders under this Article III (the “Article III Notice”). Lazard Ltd will include (A) in the case of a proposed Public Offering all Registrable Securities that Lazard Ltd is requested in writingSecurities, made within 15 days after the Article III Notice is givenreceipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by each such Holder and the intended method of disposition thereof), the Company will use reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof or of such Registrable Securities, to the extent requisite to permit the disposition (Bdetermined pursuant to the provisions of Section 2.1(b) in hereof) of the case of a proposed Partner Interest Offering, all Registrable Securities so to be registered, provided that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”); provided, however, that (x) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd the Company shall determine that none for any reason not to register or to delay registration of such Lazard Ltd Shares shall be registeredsecurities, Lazard Ltd the Company may, at its election, give written notice of such determination to all Holders who so requested registration each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registrationregistration (but not from its obligation to pay expenses in accordance with Section 2.1(e) hereof), without prejudice, however, to the rights of any Holder or Holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 2.1 hereof, and (yii) in the case of a determination by Lazard Ltd to delay registration of Lazard Ltd Sharesregistering, Lazard Ltd shall be permitted to delay the registration of such registering any Registrable Securities being registered pursuant to this Article III Section 2.2(a), for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. securities. No registration effected under this Article III Section 2.2 shall relieve Lazard Ltd the Company of its obligations obligation to effect registrations any registration upon request under Article IISection 2.1 hereof.

Right to Include Registrable Securities. If GGS at any time after the Initial Conversion Date Lazard Ltd proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act, whether or not for sale for its own account (other than pursuant to (i) Section 2.1, (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests its equity securities beneficially owned by Stonington (other than pursuant to a registration statement on Form X-0S-4 or Form S-8, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”)and in an underwritten offering, Lazard Ltd it will each such time promptly give written notice to the Holders (i) all Stockholders who beneficially own any Registrable Securities of its intention to do so, (ii) of the registration form of registration statement of the SEC that has been selected by Lazard Ltd GGS and (iii) of such holders' rights of Holders under this Article III Section 5.1 (the “Article III "Section 5.1 Notice”"); provided that, if, at the time of such proposed registration, any Management Investors (or their Permitted Transferees) are able to sell Registrable Securities owned by them pursuant to Rule 144 under the Securities Act, GGS shall not be required to give a Section 5.1 Notice to such Management Investors (or their Permitted Transferees), and such Management Investors (or their Permitted Transferees) shall not be entitled to any rights under this Section 5.1. Lazard Ltd GGS will use its reasonable best efforts to include (A) in the case of a proposed Public Offering registration all Registrable Securities that Lazard Ltd GGS is requested in writing, within 15 calendar days after the Article III Section 5.1 Notice is given, to register by the Holders thereof or (B) in the case of a proposed Partner Interest Offering, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”)Stockholders thereof; provided, however, that (xi) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares equity securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, Lazard Ltd GGS shall determine that none of for any reason not to register such Lazard Ltd Shares shall be registeredequity securities, Lazard Ltd GGS may, at its election, give written notice of such determination to all Holders Stockholders who so requested registration beneficially own any Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (yii) in case of a determination by Lazard Ltd GGS to delay registration of Lazard Ltd Sharesits equity securities, Lazard Ltd GGS shall be permitted to delay the registration of such Registrable Securities pursuant to this Article III for the same period as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd of its obligations to effect registrations upon request under Article IIequity securities.

Right to Include Registrable Securities. If at any time after following the Initial Conversion Date Lazard Ltd proposes consummation of the Company's initial public offering, the Company shall propose to register (including for this purpose a registration effected by Lazard Ltd for security holders of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities ActCommon Stock, whether or not for sale for its own account account, under the Securities Act of 1933 or any subsequent similar federal statute and the rules and regulations thereunder (other than pursuant to (i) Section 2.1the "Securities Act"), (ii) a by registration statement on Form X-0SB-2, Xxxx X-0 S-1, S-2 or S-3 (but not Form S-4 or S-8) or any successor or similar formsxxxxxxx xxxxx (except for any registrations in connection with (x) an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination or (iiiy) debt securities that are not convertible into Common Stock) it shall give written notice to the holders (the "Holders") of the Shares that (i) have not been previously registered pursuant to a registration statement for that shall have become effective under the sales Securities Act and (ii) may not be disposed of Lazard Ltd Shares issuable as permitted by, and in compliance with, Rule 144(k) or issued upon exchange, conversion Rule 145 (or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public successor provisions) under the Securities Act (a “Public Offering”) or (b) at the foregoing Shares, together with any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale additional shares of Lazard Ltd Shares issuable or Common Stock issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of stock split or stock dividend are "Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd will each such time promptly give written notice to the Holders (iSecurities") of its intention to do so, (ii) so and of the form Holders' rights under this Section 1 at least 30 days prior to the filing of a registration statement of with respect to such registration with the SEC that has been selected by Lazard Ltd Securities and (iii) of rights of Holders under this Article III Exchange Commission (the “Article III Notice”"SEC"). Lazard Ltd will Upon the written request of any Holder made within 20 days after the receipt of that notice, which request shall specify the Registrable Securities intended to be registered and disposed of by such Holder, the Company shall, subject to the provisions hereof, use its commercially reasonable efforts to include (A) in the case of a proposed Public Offering such registration statement all Registrable Securities that Lazard Ltd is the Company has been so requested in writing, within 15 days after the Article III Notice is given, to register by the Holders thereof or (B) in the case such Holder. If a Holder decides not to include all of a proposed Partner Interest Offering, all its Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the Article III Notice is given, to register any registration statement thereafter filed by the Holders thereof up toCompany, but not in excess of, such Holder shall nevertheless continue to have the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”); provided, however, that (x) if, at any time after giving written notice of its intention right pursuant to register any Lazard Ltd Shares and prior this Section 1.1 to the effective date of the Registration Statement filed in connection with such registration, Lazard Ltd shall determine that none of such Lazard Ltd Shares shall be registered, Lazard Ltd may, at its election, give written notice of such determination to all Holders who so requested registration and, thereupon, shall be relieved of its obligation to register include any Registrable Securities in connection with such abandoned registration, and (y) in case of a determination by Lazard Ltd to delay any subsequent registration of Lazard Ltd Shares, Lazard Ltd shall be permitted to delay the statement or registration of such Registrable Securities pursuant to this Article III for the same period statements as the delay in registering such other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon filed by the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd Company with respect to offerings of its obligations to effect registrations securities, upon request under Article IIall the terms and conditions set forth herein.

Right to Include Registrable Securities. If at any time If, during the --------------------------------------- period commencing on and after the Initial Conversion Date Lazard Ltd Effective Date, the Company proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders of Lazard Ltd other than any Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto registration statement under the Securities ActAct with respect to an offering by the Company, whether or not for sale for its own account by any other Person having the right to require the Company to file such registration statement, of Company Common Stock (other than pursuant to (i) Section 2.1, (ii) a registration statement on Form X-0S-4 or S-8 or an S-3 used for a dividend reinvestment plan, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), then in a manner that would permit registration the case of Registrable Securities for sale to an underwritten offering, the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd will each such time promptly Company shall give written notice of each such proposed filing to the Holders (i) of its intention to do soand, (ii) of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of rights of Holders under this Article III (the “Article III Notice”). Lazard Ltd will include (A) in the case of a nonunderwritten offering, the Company shall give written notice of each such proposed Public Offering all filing to the Holders other than the Xxxx Piggybackers, in each case at least 20 days before the anticipated filing date, and such notice shall offer such participating Holders or, in the case of the exercise of rights hereunder by any Holder that is a Xxxx Entity, a Xxxx Group, the opportunity to register such number of Registrable Securities as each such Holder or, in the case of the exercise of rights hereunder by any Holder that Lazard Ltd is requested a Xxxx Entity, a representative of the Xxxx Group with whom the Holder is participating, may request using the method of disposition proposed by the Company. Upon the written request of any participating Holder or, in writingthe case of the exercise of rights hereunder by any Holder that is a Xxxx Entity, a representative of the Xxxx Group with whom the Holder is participating (such participating Holder and any other Person with registration rights exercisable with respect to the subject registration being deemed "Incidental Piggybackers"), made within 15 days after receipt of any such notice (which request shall specify the Article III Notice is givenRegistrable Securities intended to be sold), the Company shall use its best efforts to register by effect the Holders thereof or (B) in registration under the case Securities Act of a proposed Partner Interest Offering, all Registrable Securities that Lazard Ltd is which the Company has been so requested in writing, within 5 days after the Article III Notice is given, to register by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement (each, a “Piggy-back Registration”); provided, however, that (x) if, at any time after giving written notice of its intention to register any Lazard Ltd Shares and prior register. Subject to the effective date managing underwriter's or selling broker's, as the case may be, Section 3.03 good faith judgment regarding the number of the Registration Statement filed in connection with such registration, Lazard Ltd shall determine that none of such Lazard Ltd Shares shall Registrable Securities to be registered, Lazard Ltd maythe Company shall use its best efforts to cause the managing underwriters of any proposed underwritten offering or the selling broker in any proposed offering on a delayed or continuous offering, at its election, give written notice of to include such determination to all Registrable Securities requested by Holders who so requested registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (y) in case of a determination by Lazard Ltd to delay registration of Lazard Ltd Shares, Lazard Ltd shall be permitted to delay the registration of such Registrable Securities pursuant to this Article III for Section in such offering on the same period terms and conditions as any similar securities of the delay in registering such Company or other Lazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the sole discretion of Lazard Ltd. No registration effected under this Article III shall relieve Lazard Ltd of its obligations to effect registrations upon request under Article IIPerson included therein.