WITHOUT
CHARGE, AS MANY COPIES OF THE PROSPECTUS (INCLUDING EACH PRELIMINARY PROSPECTUS)
AND ANY AMENDMENT OR SUPPLEMENT THERETO (IN EACH CASE INCLUDING ALL EXHIBITS) AS
SUCH PERSONS MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE DISPOSITION OF
THE REGISTRABLE SECURITIES OWNED BY SUCH PERSON; LBI CONSENTS TO THE USE OF THE
PROSPECTUS OR ANY AMENDMENT OR
7
SUPPLEMENT THERETO BY EACH OF THE SELLING HOLDERS OF REGISTRABLE SECURITIES IN
CONNECTION WITH THE OFFERING AND SALE OF THE REGISTRABLE SECURITIES COVERED BY
THE PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO;
(VII)
PRIOR TO ANY PUBLIC OFFERING OF REGISTRABLE SECURITIES, USE
COMMERCIALLY REASONABLE EFFORTS TO REGISTER OR QUALIFY OR COOPERATE WITH THE
SELLING HOLDERS OF REGISTRABLE SECURITIES AND THEIR RESPECTIVE COUNSEL IN
CONNECTION WITH THE REGISTRATION OR QUALIFICATION OF SUCH REGISTRABLE SECURITIES
FOR OFFER AND SALE UNDER THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS
AS ANY SELLER REASONABLY REQUESTS IN WRITING AND DO ANY AND ALL OTHER ACTS OR
THINGS REASONABLY NECESSARY OR ADVISABLE TO ENABLE THE DISPOSITION IN SUCH
JURISDICTIONS OF THE REGISTRABLE SECURITIES COVERED BY THE REGISTRATION
STATEMENT; PROVIDED, HOWEVER, THAT LBI SHALL NOT BE REQUIRED IN CONNECTION
THEREWITH OR AS A CONDITION THERETO TO QUALIFY TO DO BUSINESS OR TO FILE A
GENERAL CONSENT TO SERVICE OF PROCESS IN ANY SUCH STATES OR JURISDICTIONS;
(VIII)
COOPERATE WITH THE SELLING HOLDERS OF REGISTRABLE SECURITIES TO
FACILITATE THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES REPRESENTING
REGISTRABLE SECURITIES TO BE SOLD AND NOT BEARING ANY RESTRICTIVE LEGENDS EXCEPT
AS REQUIRED BY THE CERTIFICATE OF INCORPORATION OF LBI; AND ENABLE SUCH
REGISTRABLE SECURITIES TO BE IN SUCH DENOMINATIONS AND REGISTERED IN SUCH NAMES
AS THE HOLDERS OF SUCH REGISTRABLE SECURITIES MAY REQUEST AT LEAST TWO BUSINESS
DAYS PRIOR TO ANY SALE OF REGISTRABLE SECURITIES;
(IX)
UPON THE OCCURRENCE OF ANY EVENT CONTEMPLATED BY SECTION
2(D)(III)(E) ABOVE, SUBJECT TO LBI'S ABILITY TO POSTPONE THE PREPARATION OF SUCH
SUPPLEMENT OR AMENDMENT PENDING THE PUBLIC ANNOUNCEMENT OF A MATERIAL EVENT SUCH
AS A MERGER OR ACQUISITION OR DIVESTITURE OF ASSETS, PREPARE A SUPPLEMENT OR
POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT OR THE RELATED PROSPECTUS
OR ANY DOCUMENT INCORPORATED THEREIN BY REFERENCE OR FILE ANY OTHER REQUIRED
DOCUMENT SO THAT, AS THEREAFTER DELIVERED TO THE PURCHASERS OF THE REGISTRABLE
SECURITIES, THE PROSPECTUS WILL NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL
FACT OR OMIT TO STATE ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN
NOT MISLEADING;
(X)
CAUSE ALL SHARES OWNED BY THE HOLDERS OF REGISTRABLE SECURITIES
COVERED BY THE REGISTRATION STATEMENT TO BE LISTED ON EACH SECURITIES EXCHANGE
ON WHICH SIMILAR SECURITIES ISSUED BY LBI ARE THEN LISTED; AND
(XI)
MAKE AVAILABLE FOR INSPECTION BY REPRESENTATIVES OF THE HOLDERS
OF THE REGISTRABLE SECURITIES AND ANY ATTORNEY OR ACCOUNTANT RETAINED BY THE
SELLERS, ALL FINANCIAL AND OTHER RECORDS, PERTINENT CORPORATE DOCUMENTS AND
PROPERTIES OF LBI AND CAUSE LBI'S OFFICERS, DIRECTORS AND EMPLOYEES TO SUPPLY
ALL INFORMATION REASONABLY REQUESTED BY ANY SUCH REPRESENTATIVE, ATTORNEY OR
ACCOUNTANT IN CONNECTION WITH SUCH REGISTRATION; PROVIDED THAT ANY