LIMITED PARTNERS OF WHICH
ARE SUCH USAUTO HOLDER'S IMMEDIATE FAMILY.
(VII)
PERSON.
THE TERM "PERSON" MEANS ANY HUMAN BEING, ORGANIZATION,
GENERAL PARTNERSHIP, LIMITED PARTNERSHIP, CORPORATION, LIMITED LIABILITY
COMPANY, JOINT VENTURE, TRUST, BUSINESS TRUST, ASSOCIATION, GOVERNMENTAL ENTITY
OR OTHER LEGAL ENTITY.
(VIII)
REGISTRATION.
THE TERMS "REGISTER," "REGISTERED" AND
"REGISTRATION" REFER TO A REGISTRATION EFFECTED BY PREPARING AND FILING A
REGISTRATION STATEMENT IN COMPLIANCE WITH THE 1933 ACT, AND THE DECLARATION OR
ORDERING OF EFFECTIVENESS OF SUCH REGISTRATION STATEMENT.
(IX)
REGISTRABLE SECURITIES.
THE TERM "REGISTRABLE SECURITIES"
MEANS:
(A) ANY SHARES OF LBI COMMON STOCK ISSUED TO A USAUTO HOLDER PURSUANT TO
SECTION 1.7 OF THE MERGER AGREEMENT (THE "MERGER SHARES"); AND (B) ANY
SECURITIES ISSUED OR ISSUABLE WITH RESPECT TO THE MERGER SHARES BY WAY OF STOCK
DIVIDEND OR STOCK SPLIT OR IN CONNECTION WITH A COMBINATION OF SHARES,
RECAPITALIZATION, MERGER, CONSOLIDATION OR OTHER REORGANIZATION OR OTHERWISE.
FOR PURPOSES OF THIS AGREEMENT, ANY REGISTRABLE SECURITIES SHALL CEASE TO BE
REGISTRABLE SECURITIES WHEN (X) A REGISTRATION STATEMENT COVERING SUCH
REGISTRABLE SECURITIES HAS BEEN DECLARED EFFECTIVE AND SUCH REGISTRABLE
SECURITIES HAVE BEEN DISPOSED OF PURSUANT TO SUCH EFFECTIVE REGISTRATION
STATEMENT, OR (Y) SUCH REGISTRABLE SECURITIES ARE TRANSFERRED IN A TRANSACTION
THAT IS EXEMPT FROM REGISTRATION PURSUANT TO RULE 144 UNDER THE 1933 ACT OR A
TRANSACTION IN WHICH THE USAUTO HOLDERS' RIGHTS UNDER THIS AGREEMENT ARE NOT
ASSIGNED.
IN ADDITION, THE REGISTRABLE SECURITIES HELD BY ANY HOLDER OF
REGISTRABLE SECURITIES SHALL CEASE TO BE REGISTRABLE SECURITIES ON SUCH DATE ON
WHICH ALL OF THE REGISTRABLE SECURITIES HELD BY SUCH HOLDER CAN BE SOLD PURSUANT
TO RULE 144(K) UNDER THE 1933 ACT (OR ANY SIMILAR PROVISION THEN IN FORCE).
(X)
SEC.
THE TERM "SEC" OR "COMMISSION" MEANS THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION.
(B)
PIGGYBACK REGISTRATIONS.
LBI SHALL NOTIFY ALL HOLDERS OF
REGISTRABLE SECURITIES IN WRITING AT LEAST 30 DAYS PRIOR TO FILING ANY
REGISTRATION STATEMENT UNDER THE 1933 ACT FOR PURPOSES OF EFFECTING A PUBLIC
OFFERING OF SECURITIES OF LBI (INCLUDING, BUT NOT LIMITED TO, REGISTRATION
STATEMENTS RELATING TO SECONDARY OFFERINGS OF SECURITIES OF LBI, BUT EXCLUDING
REGISTRATION STATEMENTS RELATING TO ANY REGISTRATION UNDER SECTION 1(C) OF THIS
AGREEMENT OR ANY
2
EMPLOYEE BENEFIT PLAN OR A CORPORATE REORGANIZATION) AND WILL AFFORD EACH SUCH
HOLDER OF REGISTRABLE SECURITIES AN OPPORTUNITY TO INCLUDE IN SUCH REGISTRATION
ALL OR ANY PART OF THE REGISTRABLE SECURITIES THEN HELD BY SUCH HOLDER.
EACH
HOLDER OF REGISTRABLE SECURITIES DESIRING TO INCLUDE IN ANY SUCH REGISTRATION
ALL OR ANY PART OF THEIR REGISTRABLE SECURITIES SHALL, WITHIN 20 DAYS AFTER
RECEIPT OF THE ABOVE-DESCRIBED NOTICE FROM LBI, SO NOTIFY LBI IN WRITING, AND IN
SUCH NOTICE SHALL INFORM LBI OF THE NUMBER OF REGISTRABLE SECURITIES SUCH HOLDER
WISHES TO INCLUDE IN SUCH REGISTRATION. NOTWITHSTANDING ANY OTHER PROVISION OF
THIS AGREEMENT, IF LBI DETERMINES IN GOOD FAITH THAT A LIMITATION OF THE NUMBER
OF SHARES TO BE REGISTERED IS REQUIRED, THEN LBI MAY EXCLUDE SHARES (INCLUDING
REGISTRABLE SECURITIES) FROM THE REGISTRATION, AND THE NUMBER OF SHARES THAT MAY
BE INCLUDED