Common use of Term of the Agreement; Termination of Certain Provisions Clause in Contracts

Term of the Agreement; Termination of Certain Provisions. (a) The term of this Agreement shall begin immediately upon execution hereof by each of Lazard Ltd and LAZ-MD and shall continue until the first to occur of (i) such time as no Covered Person holds any Covered Interests or Registrable Securities and (ii) such time as this Agreement is terminated by the affirmative vote of Covered Persons that beneficially own not less than 66 2/3% of the outstanding Covered Interests (based on the number of units represented by such Covered Interests). Each of the Continuing Provisions and Section 4.6 shall survive such expiration of the term of this Agreement. (b) Unless this Agreement is theretofore terminated pursuant to Section 5.1(a) hereof, a Covered Person shall be bound by the provisions of this Agreement with respect to any Covered Interest or Registrable Security until such time as such Covered Person ceases to hold any Covered Interest or Registrable Security. Thereafter, such Covered Person shall no longer be bound by the provisions of this Agreement other than Sections 4.7, 4.8, 4.9 and 4.11 and Article V (the “Continuing Provisions”), and such Covered Person’s name shall be removed from Appendix A to this Agreement. (c) Each holder of a Class II Interest on the date hereof and any transferee of a Covered Interest pursuant to, and in accordance with, a permitted transfer under the Operating Agreement or the Lazard Group Operating Agreement (each, a “Permitted Transferee”) shall be added to Appendix A as a Covered Person; provided that such holder of a Class II Interest or Permitted Transferee, as applicable, shall first sign an agreement in the form approved by Lazard Ltd acknowledging that such holder of a Class II Interest or Permitted Transferee, as applicable is bound by the terms and provisions of the Agreement.

Term of the Agreement; Termination of Certain Provisions. (a) The term This Agreement may be terminated in its entirety as follows: (i) at any time by written consent of all of the parties to this Agreement shall begin immediately upon execution hereof by each of Lazard Ltd and LAZ-MD and shall continue until Agreement; or (ii) following the first to occur earlier of (i) such time as the date on which shares of Class B Common Stock no Covered Person holds any Covered Interests or Registrable Securities longer have Preferential Voting Rights and (ii) such time as this Agreement is terminated the fifth anniversary of the consummation of the IPO, in either case by the affirmative vote written consent of Covered Persons that beneficially own not less than 66 2/3% holding at least two-thirds of the outstanding Covered Interests (based on the total number of units represented by such outstanding shares of Covered Interests). Each Common Stock, provided however, that this Agreement may be terminated pursuant to this clause (ii) only if the obligations of the Continuing Provisions Stockholders’ Committee to vote the Covered Common Stock in support of Director Designees designated pursuant to clauses (i) and (ii) of Section 4.6 shall survive such expiration of the term of this Agreement5.1(a) have terminated. (b) Unless this Agreement is theretofore Any Person whose employment with APAM or any of its Subsidiaries has been terminated pursuant or whose fulltime or part-time professional efforts were, but are no longer, devoted to Section 5.1(a) hereofproviding services to, APAM or one or more of its Subsidiaries shall cease to be a Covered Person shall be bound by the provisions of this Agreement with respect to any Covered Interest or Registrable Security until such time as such Covered Person ceases to hold any Covered Interest or Registrable Security. Thereafter, such Covered Person and shall no longer be bound by by, or have any rights pursuant to, the provisions of this Agreement other than Sections 4.7, 4.8, 4.9 and 4.11 and Article V (the “Continuing Provisions”)Agreement, and such Covered Person’s name shall be removed from Appendix Schedule A to this Agreement. AIC may, by providing written notice to APAM, withdraw its Common Stock from this Agreement upon Xxxxxx X. Xxxxxxx’x ceasing to be a member of the Stockholders’ Committee. Upon APAM’s receipt of such written notice, AIC shall no longer be a Covered Person and such Common Stock shall no longer be Covered Common Stock subject to this Agreement. (c) Each holder Section 3.4 shall survive the termination of a Class II Interest on the date hereof this Agreement and any transferee of a Covered Interest pursuant to, and in accordance with, a permitted transfer under the Operating Agreement or the Lazard Group Operating Agreement (each, a “Permitted Transferee”) shall continue to apply to each Person who ceases to be added to Appendix A as a Covered Person; provided that such holder of a Class II Interest or Permitted Transferee, as applicable, shall first sign an agreement in the form approved by Lazard Ltd acknowledging that such holder of a Class II Interest or Permitted Transferee, as applicable is bound by the terms and provisions of the Agreement.

Term of the Agreement; Termination of Certain Provisions. (a) The term of this Agreement shall begin immediately upon execution hereof by each of Lazard Ltd and LAZ-MD and shall continue until the first to occur of (i) such time as no Covered Person holds any Covered Interests or Registrable Securities January 1, 2050 and (ii) such time as this Agreement is terminated by the affirmative vote of Covered Persons that beneficially own not less than 66 2/3% of the outstanding Covered Interests (based on Voting Interests. If this Agreement is terminated prior to the number of units represented by such Covered Interests). Each expiration or termination of the Continuing Provisions and restrictions on transfer referred to in Section 4.6 2.3(a), such restrictions on transfer shall survive such expiration continue to apply in accordance with the provisions of Section 6(e) of the term Underwriting Agreement referred to in Section 2.3(a) unless waived or terminated as provided in said Underwriting Agreement. If this Agreement is terminated prior to the expiration or termination of this Agreementthe PLP Transfer Restrictions, the PLP Transfer Restrictions shall continue to apply in accordance with the provisions of the Plan of Incorporation unless waived or terminated as provided in the Plan of Incorporation. (b) Unless this Agreement is theretofore terminated pursuant to Section 5.1(a7.1(a) hereof, a any Covered Person who ceases to be an employee for any reason other than death shall no longer be bound by the provisions of Section 2.2 and Section 6.1 hereof (unless such Covered Person is subject to the PLP Transfer Restrictions in which case Section 6.1 shall continue to apply until December 31, 2000) but shall be bound by all other provisions of this Agreement with respect to any Covered Interest or Registrable Security until such time as such Covered Person ceases to hold any holds all Covered Interest or Registrable SecurityShares free from PLP Transfer Restrictions. Thereafter, such Covered Person shall no longer be bound by the provisions of this Agreement (other than Sections 4.75.3, 4.86.2, 4.9 6.3, 6.5, 7.4, 7.5, 7.6, 7.8, 7.10 and 4.11 and Article V 7.11 (the “"Continuing Provisions”")), and such Covered Person’s 's name shall be removed from Appendix A to this Agreement. (c) Each holder Unless this Agreement is theretofore terminated pursuant to Section 7.1(a) hereof, the estate of a Class II Interest on any Covered Person who ceases to be an employee by reason of death or any Covered Person who ceases to be an employee for any reason other than death and who subsequently dies shall from and after the date of such death be bound only by the restrictions on transfer imposed by Section 2.3(a) hereof and any transferee the Continuing Provisions; and upon the expiration of a the restrictions in Section 2.3(a), the estate of such Covered Interest pursuant to, and in accordance with, a permitted transfer under the Operating Agreement or the Lazard Group Operating Agreement (each, a “Permitted Transferee”) Person shall no longer be added to Appendix A as a Covered Person; provided that such holder of a Class II Interest or Permitted Transferee, as applicable, shall first sign an agreement in the form approved by Lazard Ltd acknowledging that such holder of a Class II Interest or Permitted Transferee, as applicable is bound by the terms and provisions of this Agreement (other than the Continuing Provisions), and such Covered Person's name shall be removed from Appendix A to this Agreement.

Term of the Agreement; Termination of Certain Provisions. (a) The term of this Agreement shall begin immediately upon execution hereof by each of Lazard Ltd and LAZ-MD and shall continue until the first to occur of (i) such time as no Covered Person holds any Covered Interests or Registrable Securities and no Covered Person may become entitled to receive Registrable Securities under the Transaction Agreements; provided however that with respect to securities that ceased to be Registrable Securities by virtue of clause (ii) of the definition thereof, if the condition in clause (ii) of the definition thereof ceases to be satisfied at any point during the three month period immediately following such time as cessation, any such securities that are still held by a Covered Person shall once again be considered Registrable Securities hereunder and the terms of this Agreement is terminated by shall continue to apply with respect thereto. If any Registrable Securities are sold pursuant to a Shelf Registration Statement, the affirmative vote provisions of Covered Persons that beneficially own not less than 66 2/3% of the outstanding Covered Interests (based on the number of units represented by such Covered Interests). Each of the Continuing Provisions Sections 2.3, 2.4, 2.5, 2.6 and Section 4.6 2.7 and this Article III shall survive such expiration of the term any termination of this AgreementAgreement pursuant to this Section 3.1(a). (b) Unless this Agreement is theretofore terminated pursuant to Section 5.1(a3.1(a) hereof, a Covered Person shall be bound by the provisions of this Agreement with respect to any Covered Interest or Registrable Security Securities until such time as such Covered Person ceases to hold any Covered Interest Registrable Securities or ceases to become entitled to receive Registrable SecuritySecurities under the Transaction Agreements. Thereafter, such Covered Person shall no longer be bound by the provisions of this Agreement other than Sections 4.72.4, 4.82.5, 4.9 2.6 and 4.11 2.7 and this Article V (the “Continuing Provisions”), and such Covered Person’s name shall be removed from Appendix A to this AgreementIII. (c) Each holder of a Class II Interest on the date hereof and any transferee of a Covered Interest pursuant to, and in accordance with, a permitted transfer under the Operating Agreement Any General Partner Designee or the Lazard Group Operating Agreement (each, a “Permitted Transferee”) Transferee that owns Registrable Securities shall be added to Appendix A as a Covered Person; provided that such holder of a Class II Interest General Partner Designee or Permitted Transferee, Transferee (i) has furnished in writing to the Partnership the information set forth in Appendix A (which may be amended from time to time as applicable, shall first sign necessary or advisable in light of applicable Law) and (ii) signs an agreement in a form acceptable to the form approved by Lazard Ltd Partnership acknowledging that such holder of a Class II Interest General Partner Designee or Permitted Transferee, as applicable Transferee is bound by the terms and provisions of this Agreement and such agreement is received by the AgreementPartnership.

Term of the Agreement; Termination of Certain Provisions. (a) The term of this Agreement shall begin immediately upon execution hereof by each of Lazard Ltd and LAZ-MD and shall continue until the first to occur of (i) such time as no Covered Person holds any Covered Interests or Registrable Securities the date that is 50 years after the date hereof and (ii) such time as the date this Agreement is terminated by the affirmative vote of Covered Persons that beneficially own not less than 66 2/3% of the outstanding Covered Interests (based on the number of units votes represented by such the Employee Covered Interests)Shares. Each The Partners Representatives may, and upon the written application of the Continuing Provisions and Section 4.6 shall survive such expiration holders of not less than 10%, in the aggregate, of the term votes represented by the Employee Covered Shares shall, hold a vote of the Employee Covered Shares to terminate this Agreement. If this Agreement is terminated prior to the expiration or termination of the Transfer Restrictions referred to in Section 2.1, such restrictions on transfer shall continue to apply in accordance with the provisions of such Section unless waived or terminated as provided in paragraph (b) or (e) of Section 6.3. If this Agreement is terminated prior to the expiration or termination of the restrictions on transfer referred to in paragraph (a) of Section 2.3, such restrictions on transfer shall continue to apply in accordance with the provisions of the Underwriting Agreement referred to in paragraph (a) of Section 2.3 unless waived or terminated as provided in such Underwriting Agreement. Not less than once every four years following the IPO Date, the Partners Representatives shall consider whether to propose to the Employee Covered Persons any amendments to, or the termination of, this Agreement. (b) Unless this Agreement is theretofore terminated pursuant to Section 5.1(a6.1(a) hereof, a any Covered Person who ceases to be an employee for any reason other than death shall continue to be bound by all the provisions of this Agreement with respect to any Covered Interest or Registrable Security until such time as such Covered Person ceases to hold any holds all Covered Interest or Registrable SecurityShares free from Transfer Restrictions. Thereafter, such Covered Person shall no longer be bound by the provisions of this Agreement other than Sections 4.74.4, 4.85.3, 4.9 5.4, 5.5, 5.6, 6.2, 6.3, 6.4, 6.5, 6.6, 6.7, 6.8, 6.9, 6.10 and 4.11 and Article V 6.11 (the “Continuing Provisions”), and such Covered Person’s name shall be removed from Appendix A to this Agreement. (c) Each holder Unless this Agreement is theretofore terminated pursuant to Section 6.1(a) hereof, the estate of a Class II Interest on any Covered Person who dies shall from and after the date of such death be bound only by the restrictions on transfer imposed by Section 2.3(a) hereof and any transferee the Continuing Provisions; and upon the expiration of a the restrictions in Section 2.3(a), the estate of such Covered Interest pursuant to, and in accordance with, a permitted transfer under the Operating Agreement or the Lazard Group Operating Agreement (each, a “Permitted Transferee”) Person shall no longer be added to Appendix A as a Covered Person; provided that such holder of a Class II Interest or Permitted Transferee, as applicable, shall first sign an agreement in the form approved by Lazard Ltd acknowledging that such holder of a Class II Interest or Permitted Transferee, as applicable is bound by the terms and provisions of this Agreement (other than the Continuing Provisions), and such Covered Person’s name shall be removed from Appendix A to this Agreement.

Term of the Agreement; Termination of Certain Provisions. (a) The term of this Agreement shall begin immediately upon execution hereof by each of Lazard Ltd and LAZ-MD and shall continue until the first to occur of (i) such time as no Covered Person holds any Covered Interests or Registrable Securities the date that is 50 years after the date hereof and (ii) such time as the date this Agreement is terminated by the affirmative vote of Covered Persons that beneficially own not less than 66 2/3% of the outstanding Covered Interests (based on the number of units votes represented by the Covered Shares beneficially owned by Employee Covered Persons (such Covered InterestsShares at any such time, the “Employee Covered Shares”). Each The Accenture SCA Partners Committee may, and upon the written application of the Continuing Provisions and Section 4.6 shall survive such expiration holders of not less than 10%, in the aggregate, of the term votes represented by the Employee Covered Shares shall, hold a vote of the Employee Covered Shares to terminate this Agreement. If this Agreement is terminated prior to the expiration or termination of the Transfer Restrictions referred to in Section 2.1, such restrictions on transfer shall continue to apply in accordance with the provisions of such Section unless waived or terminated as provided in paragraph (b) or (e) of Section 5.3. Not less than once every four years following the IPO Date, the Accenture SCA Partners Committee shall consider whether to propose to the Employee Covered Persons any amendments to, or the termination of, this Agreement. (b) Unless this Agreement is theretofore terminated pursuant to Section 5.1(a) hereof, a any Covered Person who ceases to be an employee for any reason other than death shall continue to be bound by all the provisions of this Agreement with respect to any Covered Interest or Registrable Security until such time as such Covered Person ceases to hold any holds all Covered Interest or Registrable SecurityShares free from Transfer Restrictions. Thereafter, such Covered Person shall no longer be bound by the provisions of this Agreement other than Sections 4.74.1, 4.84.2, 4.9 4.3, 4.4, 4.5, 4.6, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.9, 5.10 and 4.11 and Article V 5.11 (the “Continuing Provisions”), and such Covered Person’s name shall be removed from Appendix A to this Agreement. (c) Each holder Unless this Agreement is theretofore terminated pursuant to Section 5.1(a) hereof, the estate of a Class II Interest on any Covered Person who dies shall from and after the date hereof of such death be bound only by the Continuing Provisions; and any transferee of a such Covered Interest pursuant to, and in accordance with, a permitted transfer under the Operating Agreement or the Lazard Group Operating Agreement (each, a “Permitted Transferee”) Person’s name shall be added to removed from Appendix A as a Covered Person; provided that such holder of a Class II Interest or Permitted Transferee, as applicable, shall first sign an agreement in the form approved by Lazard Ltd acknowledging that such holder of a Class II Interest or Permitted Transferee, as applicable is bound by the terms and provisions of the to this Agreement.

Term of the Agreement; Termination of Certain Provisions. (a) The term of this Agreement shall begin immediately upon execution hereof by each of Lazard Ltd and LAZ-MD and shall continue until the first to occur of (i) such time as no Covered Person holds any Covered Interests or Registrable Securities January 1, 2050 and (ii) such time as this Agreement is terminated by the affirmative vote of Covered Persons that beneficially own not less than 66 2/3% of the outstanding Covered Interests (based on Voting Interests. If this Agreement is terminated prior to the number of units represented by such Covered Interests). Each expiration or termination of the Continuing Provisions and restrictions on transfer referred to in Section 4.6 2.3(a), such restrictions on transfer shall survive such expiration continue to apply in accordance with the provisions of Section 6(e) of the term Underwriting Agreement referred to in Section 2.3(a) unless waived or terminated as provided in said Underwriting Agreement. If this Agreement is terminated prior to the expiration or termination of this Agreementthe PLP Transfer Restrictions, the PLP Transfer Restrictions shall continue to apply in accordance with the provisions of the Plan of Incorporation unless waived or terminated as provided in the Plan of Incorporation. (b) Unless this Agreement is theretofore terminated pursuant to Section 5.1(a7.1(a) hereof, a any Covered Person who ceases to be an employee for any reason other than death shall no longer be bound by the provisions of Section 2.2 and Section 6.1 hereof (unless such Covered Person is subject to the PLP Transfer Restrictions in which case Section 6.1 shall continue to apply until December 31, 2000) but shall be bound by all other provisions of this Agreement with respect to any Covered Interest or Registrable Security until such time as such Covered Person ceases to hold any holds all Covered Interest or Registrable SecurityShares free from PLP Transfer Restrictions. Thereafter, such Covered Person shall no longer be bound by the provisions of this Agreement (other than Sections 4.75.3, 4.86.2, 4.9 6.3, 6.5, 7.4, 7.5, 7.6, (c) Unless this Agreement is theretofore terminated pursuant to Section 7.1(a) hereof, the estate of any Covered Person who ceases to be an employee by reason of death or any Covered Person who ceases to be an employee for any reason other than death and 4.11 who subsequently dies shall from and Article V (after the “date of such death be bound only by the restrictions on transfer imposed by Section 2.3(a) hereof and the Continuing Provisions”; and upon the expiration of the restrictions in Section 2.3(a), the estate of such Covered Person shall no longer be bound by the provisions of this Agreement (other than the Continuing Provisions), and such Covered Person’s 's name shall be removed from Appendix A to this Agreement. (c) Each holder of a Class II Interest on the date hereof and any transferee of a Covered Interest pursuant to, and in accordance with, a permitted transfer under the Operating Agreement or the Lazard Group Operating Agreement (each, a “Permitted Transferee”) shall be added to Appendix A as a Covered Person; provided that such holder of a Class II Interest or Permitted Transferee, as applicable, shall first sign an agreement in the form approved by Lazard Ltd acknowledging that such holder of a Class II Interest or Permitted Transferee, as applicable is bound by the terms and provisions of the Agreement.

Term of the Agreement; Termination of Certain Provisions. (a) The term of this Agreement shall begin immediately upon execution hereof by each of Lazard Ltd and LAZ-MD and shall continue until the first to occur of (i) such time as no Covered Person holds any Covered Interests or Registrable Securities January 1, 2050 and (ii) such time as this Agreement is terminated by the affirmative vote of Covered Persons that beneficially own not less than 66 2/3% of the outstanding Covered Interests (based on the number of units represented by such Covered Interests). Each of the Continuing Provisions and Section 4.6 shall survive such expiration of the term of this AgreementShares. (b) Unless this Agreement is theretofore previously terminated pursuant to Section 5.1(a7.1(a) hereof, (i) any Covered Person who ceases to be a Covered Person shall be bound by the provisions of this Agreement with respect to for any Covered Interest or Registrable Security until such time as such Covered Person ceases to hold any Covered Interest or Registrable Security. Thereafter, such Covered Person reason other than death shall no longer be bound by the provisions of this Agreement (other than Sections 4.75.3, 4.86.2, 4.9 6.3, 6.5, 7.4, 7.5, 7.6, 7.8 and 4.11 and Article V 7.10 (the “"Continuing Provisions”")), and such Covered Person’s 's name shall be removed from Appendix A to this Agreement, and (ii) any Designated Senior Officer who ceases to hold a Designated Title shall no longer be bound by the provisions of Section 2.1(b) hereof. (c) Unless this Agreement is theretofore terminated pursuant to Section 7.1(a) hereof, the estate of any Covered Person who ceases to be a Covered Person by reason of death shall from and after the date of such death be bound only by the Continuing Provisions, and such Covered Person's name shall be removed from Appendix A to this Agreement. (cd) Each holder of a Class II Interest on the date hereof and any transferee of Any person who is a Covered Interest pursuant to, and in accordance with, a permitted transfer Person under the Operating Original Shareholders' Agreement or but who is not a Covered Person (as defined herein) as of the Lazard Group Operating Effective Date shall no longer be bound by the provisions of this Agreement (eachother than the Continuing Provisions) and such person's name shall be removed from Appendix A hereto, provided that it is understood that any such person who becomes a “Permitted Transferee”) Covered Person after the Effective Date shall be bound by the provisions of this Agreement upon his appointment as a Participating Managing Director and that his name shall be added to Appendix A as a Covered Person; provided that such holder of a Class II Interest or Permitted Transferee, as applicable, shall first sign an agreement in the form approved by Lazard Ltd acknowledging that such holder of a Class II Interest or Permitted Transferee, as applicable is bound by the terms and provisions of the Agreementhereto.

Term of the Agreement; Termination of Certain Provisions. (a) The term of this Agreement shall begin immediately upon execution hereof by each of Lazard Ltd and LAZ-MD and shall continue until the first to occur of (i) such time as no Covered Person holds any Covered Interests or Registrable Securities and (ii) such time as this Agreement is terminated by the affirmative vote of Covered Persons that beneficially own not less than 66 2/3% of the outstanding Covered Interests (based on the number of units represented by such Covered Interests). Each of the Continuing Provisions and Section 4.6 shall survive such expiration of the term of this Agreement. (b) Unless this Agreement is theretofore terminated pursuant to Section 5.1(a) hereof, a Covered Person shall be bound by the provisions of this Agreement with respect to any Covered Interest or Registrable Security until such time as such Covered Person ceases to hold any Covered Interest or Registrable Security. Thereafter, such Covered Person shall no longer be bound by the provisions of this Agreement other than Sections 4.7, 4.8, 4.9 and 4.11 and Article V (the “"Continuing Provisions”"), and such Covered Person’s 's name shall be removed from Appendix A to this Agreement. (c) Each holder of a Class II Interest on the date hereof and any transferee of a Covered Interest pursuant to, and in accordance with, a permitted transfer under the Operating Agreement or the Lazard Group Operating Agreement (each, a “"Permitted Transferee”") shall be added to Appendix A as a Covered Person; provided that such holder of a Class II Interest or Permitted Transferee, as applicable, shall first sign an agreement in the form approved by Lazard Ltd acknowledging that such holder of a Class II Interest or Permitted Transferee, as applicable is bound by the terms and provisions of the Agreement.of

Term of the Agreement; Termination of Certain Provisions. (a) The term of this Agreement shall begin immediately upon execution hereof continue indefinitely, until terminated by each XXXX Holdings which it may do so unilaterally provided that it no longer is the registered holder of Lazard Ltd and LAZ-MD and shall continue until the first to occur of (i) such time as no Covered Person holds any Covered Interests or Registrable Securities and (ii) such time as this Agreement is terminated by the affirmative vote of Covered Persons that beneficially own not less than 66 2/3% of the outstanding Covered Interests (based on the number of units represented by such Covered Interests). Each of the Continuing Provisions and Section 4.6 shall survive such expiration of the term of this AgreementShares. (b) Unless this Agreement is theretofore terminated pursuant to Section 5.1(a6.1(a) hereof, a Covered Person shall continue to be bound by all the provisions of this Agreement with respect to any Covered Interest or Registrable Security until such time as such all (and not some) of his Covered Shares are Transferred to a depositary or into the name of that Covered Person ceases to hold any Covered Interest (or Registrable Securityhis duly appointed nominee). Thereafter, such Covered Person shall no longer be bound by the provisions of this Agreement other than Sections 4.74.3, 4.85.2, 4.9 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.9, 510 and 4.11 and Article V 5.11 (the “Continuing Provisions”), and such Covered Person’s name shall be removed from Appendix A to this Agreementthe Covered Persons List. (c) Each holder Unless this Agreement is terminated pursuant to Section 5.1(a) hereof, the estate of any Covered Person who dies shall from and after the date of such death be bound only by the restrictions on transfer under applicable law, in the bye-laws of XXXX Ltd., or otherwise imposed by Section 2.1 hereof, the registration of title arrangements set out in Section 2.2, the voting arrangements in Section 4.2 and the Continuing Provisions; and upon the receipt of Common Xxxxxx, representing all of their Covered Shares, into the name of a Class II Interest on depositary, their own account or into the date hereof and any transferee name of a such beneficiary following the Transfer Date, the estate of such Covered Interest pursuant to, and in accordance with, a permitted transfer under the Operating Agreement or the Lazard Group Operating Agreement (each, a “Permitted Transferee”) Person shall no longer be added to Appendix A as a Covered Person; provided that such holder of a Class II Interest or Permitted Transferee, as applicable, shall first sign an agreement in the form approved by Lazard Ltd acknowledging that such holder of a Class II Interest or Permitted Transferee, as applicable is bound by the terms and provisions of this Agreement (other than the AgreementContinuing Provisions), and such Covered Person’s name shall be removed from the Covered Persons List.

Term of the Agreement; Termination of Certain Provisions. (a) The term of this Agreement shall begin immediately upon execution hereof by each of Lazard Ltd and LAZ-MD and shall continue until the first to occur of (i) such time as no Covered Person holds any Covered Interests or Registrable Securities and no Covered Person may become entitled to receive Registrable Securities under the Purchase and Sale Agreement; provided however that with respect to securities that ceased to be Registrable Securities by virtue of clause (ii) of the definition thereof, if the condition in clause (ii) of the definition thereof ceases to be satisfied at any point during the three month period immediately following such time as cessation, any such securities that are still held by a Covered Person shall once again be considered Registrable Securities hereunder and the terms of this Agreement is terminated by shall continue to apply with respect thereto. If any Registrable Securities are sold pursuant to a Shelf Registration Statement, the affirmative vote provisions of Covered Persons that beneficially own not less than 66 2/3% of the outstanding Covered Interests (based on the number of units represented by such Covered Interests). Each of the Continuing Provisions Sections 2.3, 2.4, 2.5, 2.6 and Section 4.6 2.7 and this Article III shall survive such expiration of the term any termination of this AgreementAgreement pursuant to this Section 3.1(a). (b) Unless this Agreement is theretofore terminated pursuant to Section 5.1(a3.1(a) hereof, a Covered Person shall be bound by the provisions of this Agreement with respect to any Covered Interest or Registrable Security Securities until such time as such Covered Person ceases to hold any Covered Interest Registrable Securities or ceases to become entitled to receive Registrable SecuritySecurities under the Purchase and Sale Agreement. Thereafter, such Covered Person shall no longer be bound by the provisions of this Agreement other than Sections 4.72.4, 4.82.5, 4.9 2.6 and 4.11 2.7 and this Article V (the “Continuing Provisions”), and such Covered Person’s name shall be removed from Appendix A to this AgreementIII. (c) Each holder of Notwithstanding anything herein to the contrary, any Covered Person shall cease to have any rights under this Agreement at the time that such Covered Person becomes a Class II Interest on Bad Leaver (as such term is defined in the date hereof Purchase and any transferee of a Sale Agreement), provided, however, that no such Covered Interest pursuant to, and in accordance with, a permitted transfer under the Operating Agreement or the Lazard Group Operating Agreement (each, a “Permitted Transferee”) Person shall be added to Appendix A as relieved of any such Covered Person’s obligations under Sections 2.4, 2.5, 2.6 and 2.7. (d) Any Permitted Transferee that owns Registrable Securities shall be a Covered Person; provided that such holder of a Class II Interest or Permitted Transferee, as applicable, shall first sign Transferee signs an agreement in a form acceptable to the form approved by Lazard Ltd Partnership acknowledging that such holder of a Class II Interest or Permitted Transferee, as applicable Transferee is bound by the terms and provisions of this Agreement and such agreement is received by the AgreementPartnership.

Term of the Agreement; Termination of Certain Provisions. (a) The term of this Agreement shall begin immediately upon execution hereof by each of Lazard Ltd and LAZ-MD and shall continue until the first to occur of (i) such time as no Covered Person holds any Covered Interests or Registrable Securities and no Covered Person may become entitled to receive Registrable Securities under the Purchase and Sale Agreement; provided however that with respect to securities that ceased to be Registrable Securities by virtue of clause (ii) of the definition thereof, if the condition in clause (ii) of the definition thereof ceases to be satisfied at any point during the three month period immediately following such time as cessation, any such securities that are still held by a Covered Person shall once again be considered Registrable Securities hereunder and the terms of this Agreement is terminated by shall continue to apply with respect thereto. If any Registrable Securities are sold pursuant to a Shelf Registration Statement, the affirmative vote provisions of Covered Persons that beneficially own not less than 66 2/3% of the outstanding Covered Interests (based on the number of units represented by such Covered Interests). Each of the Continuing Provisions Sections 2.3, 2.4, 2.5, 2.6 and Section 4.6 2.7 and this Article III shall survive such expiration of the term any termination of this AgreementAgreement pursuant to this Section 3.1(a). (b) Unless this Agreement is theretofore terminated pursuant to Section 5.1(a3.1(a) hereof, a Covered Person shall be bound by the provisions of this Agreement with respect to any Covered Interest or Registrable Security Securities until such time as such Covered Person ceases to hold any Covered Interest Registrable Securities or ceases to become entitled to receive Registrable SecuritySecurities under the Purchase and Sale Agreement. Thereafter, such Covered Person shall no longer be bound by the provisions of this Agreement other than Sections 4.72.4, 4.82.5, 4.9 2.6 and 4.11 2.7 and this Article V (the “Continuing Provisions”), and such Covered Person’s name shall be removed from Appendix A to this AgreementIII. (c) Each holder of Notwithstanding anything herein to the contrary, any Management Seller or Key Employee Seller shall cease to have any rights under this Agreement at the time that such person becomes a Class II Interest on Bad Leaver (as such term is defined in the date hereof Purchase and any transferee of a Covered Interest pursuant toSale Agreement), and in accordance withprovided, a permitted transfer under the Operating Agreement or the Lazard Group Operating Agreement (eachhowever, a “Permitted Transferee”) that no such person shall be added to Appendix A as relieved of any such person’s obligations under Sections 2.4, 2.5, 2.6 and 2.7. (d) Any Permitted Transferee that owns Registrable Securities shall be a Covered Person; provided that such holder of a Class II Interest or Permitted Transferee, as applicable, shall first sign Transferee signs an agreement in a form acceptable to the form approved by Lazard Ltd Partnership acknowledging that such holder of a Class II Interest or Permitted Transferee, as applicable Transferee is bound by the terms and provisions of this Agreement and such agreement is received by the AgreementPartnership.