Underwriting AgreementUnderwriting Agreement • March 22nd, 2010 • Lazard LTD • Investment advice
This Agreement is not (and shall not be construed as) an obligation of the Selling Shareholders to sell any of the Shares or as an obligation of any of the Underwriters to purchase any of the Shares. The obligation of the Selling Shareholders to sell any of the Shares and the obligation of any of the Underwriters to purchase any of the Shares, if any, shall be evidenced by the Pricing Agreement. The Pricing Agreement shall specify the aggregate number of Shares and the purchase price per Share. The Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under this Agreement and the Pricing Agreement shall be several and not joint. For clarity, nothing in this Agreement shall require any party to execute and deliver the Pricing Agreement and ea
LAZARD LTDLazard LTD • March 22nd, 2010 • Investment advice • New York
Reference is made to (a) the Amended and Restated Stockholders’ Agreement (as amended from time to time, the “Stockholders’ Agreement”), dated as of November 6, 2006, by and among LAZ-MD Holdings LLC, a Delaware limited liability company, Lazard Ltd, a company incorporated under the laws of Bermuda (“Lazard Ltd”), and the persons listed on the signature pages thereto, and (b) the Letter Agreement (the “Letter Agreement”), dated as of May 20, 2005, by and among the Trustees of The Cranberry Dune 1998 Long-Term Trust (the “Trust”) and Lazard Group LLC (“Lazard Group” and, together with Lazard Ltd, “Lazard”). Each capitalized term used and not defined herein shall have the meaning ascribed to such term in the Stockholders’ Agreement or the Letter Agreement, as applicable.
Pricing AgreementPricing Agreement • March 22nd, 2010 • Lazard LTD • Investment advice
