Filed by Bowne Pure Compliance

0001362310-08-002579.txt : 20080508 0001362310-08-002579.hdr.sgml : 20080508 20080508165507 ACCESSION NUMBER: 0001362310-08-002579 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080508 DATE AS OF CHANGE: 20080508 GROUP MEMBERS: GLENN M. PARKER, M.D. GROUP MEMBERS: LEWIS P. STONE GROUP MEMBERS: RGGPLS HOLDING, INC. STOCK BONUS PLAN AND TRUST GROUP MEMBERS: ROBERT GREGG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NationsHealth, Inc. CENTRAL INDEX KEY: 0001233426 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 061688360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79247 FILM NUMBER: 08814729 BUSINESS ADDRESS: STREET 1: 13650 N.W. 8TH STREET STREET 2: SUITE 109 CITY: SUNRISE STATE: FL ZIP: 33325 BUSINESS PHONE: 6102932511 MAIL ADDRESS: STREET 1: 13650 N.W. 8TH STREET STREET 2: SUITE 109 CITY: SUNRISE STATE: FL ZIP: 33325 FORMER COMPANY: FORMER CONFORMED NAME: MILLSTREAM ACQUISITION CORP DATE OF NAME CHANGE: 20030516 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RGGPLS, LLC CENTRAL INDEX KEY: 0001302789 IRS NUMBER: 342028098 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 13650 N.W. 8TH STREET, SUITE 109 CITY: SUNRISE STATE: FL ZIP: 33325 BUSINESS PHONE: 954-903-5000 MAIL ADDRESS: STREET 1: 13650 N.W. 8TH STREET, SUITE 109 CITY: SUNRISE STATE: FL ZIP: 33325 FORMER COMPANY: FORMER CONFORMED NAME: RGGPLS Holding, Inc. DATE OF NAME CHANGE: 20040910 SC 13D/A 1 c73308sc13dza.htm SCHEDULE 13D Filed by Bowne Pure Compliance


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 7 )*

NATIONSHEALTH, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

63860C100

(CUSIP Number)

RGGPLS, LLC
13650 N.W. 8th St., Suite 109
Sunrise, Florida 33325
Tel. (954) 903-5000

with a copy to:
Ira Coleman, Esq.
McDermott Will & Emery LLP
201 South Biscayne Boulevard
Miami, FL 33131
Tel. (305) 358-3500

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

May 2, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		63860C100

NAMES OF REPORTING PERSONS

RGGPLS, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

16,781,936 shares

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

6,568,678 shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,781,936 shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

57.1%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		63860C100

NAMES OF REPORTING PERSONS

RGGPLS Holding, Inc. Stock Bonus Plan and Trust

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

696,247 shares

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

696,247 shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

696,247 shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.4%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		63860C100

NAMES OF REPORTING PERSONS

Glenn M. Parker, M.D.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

114,406

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

16,781,936

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

1,464,406 shares

WITH

SHARED DISPOSITIVE POWER

6,568,678 shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,896,342 shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

57.5%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		63860C100

NAMES OF REPORTING PERSONS

Lewis P. Stone

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

122,280 shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

16,781,936 shares

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

122,280 shares

WITH

SHARED DISPOSITIVE POWER

6,568,678 shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,904,216 shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

57.5%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		63860C100

NAMES OF REPORTING PERSONS

Robert Gregg

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

Not applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

12,120 shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

3,571,339 shares

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

12,120 shares

WITH

SHARED DISPOSITIVE POWER

3,571,339 shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,583,459 shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.2%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

THIS SCHEDULE 13D/A is filed by RGGPLS, LLC (reorganized from RGGPLS Holding, Inc.) (“RGGPLS”), the RGGPLS Holding, Inc. Stock Bonus Plan & Trust (the “Incentive Plan”), Robert Gregg, Lewis Stone and Glenn M. Parker, M.D. (collectively, the “Reporting Persons”). This filing shall serve to further amend the Schedule 13D filed by the Reporting Persons on September 10, 2004 and amended on January 11, 2005, March 14, 2005, July 12, 2005, December 16, 2005, February 13, 2007 and July 18, 2007.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented by adding the following information at the conclusion of the Section:

On December 1, 2007, upon the satisfaction of certain vesting conditions, the Incentive Plan transferred an aggregate of 293,162 shares of Common Stock, previously awarded, into the names of the Beneficiaries (as defined in the Incentive Plan) pursuant to Section 3(a) of the Incentive Plan (the “December 2007 Transfer”) and the terms of a Letter of Instruction from the Incentive Plan and its broker to Continental Stock Transfer & Trust Company describing the terms of the December 2007 Transfer to the Beneficiaries.

Distributions to Robert Gregg Revocable Trust Dated December 18, 2000 and Robert Gregg 2004 Multigenerational Trust

On May 2, 2008, RGGPLS transferred 823,135 shares of Common Stock to the Robert Gregg Revocable Trust Dated December 18, 2000 (the “Gregg Revocable Trust”). and 2,748,204 shares of Common Stock to the Robert Gregg 2004 Multigenerational Trust (the “Gregg Multigenerational Trust”). Following these transfers, the Gregg Revocable Trust and the Gregg Multigenerational Trust are no longer members of RGGPLS, LLC, and therefore have no beneficial ownership or pecuniary interest in any shares held by RGGPLS, LLC. Through December 31, 2010, RGGPLS, LLC has an irrevocable right to vote the 3,571,339 shares while the shares are held by these trusts, except in limited circumstances (the “Irrevocable Proxy”).

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety to read as follows:

(a) and (b). RGGPLS is the owner, with shared dispositive and voting power, of 6,568,678 shares of Common Stock, which represents 22.3% of the shares of Common Stock outstanding as of May 2, 2008. As a result of the rights granted to RGGPLS under the Incentive Plan, the stockholders agreement dated as of March 9, 2004, and amended as of June 2, 2004, by and among the Corporation, RGGPLS and GRH (the “Merger Stockholder Agreement”), the MHR Stockholder Agreement, the Irrevocable Proxy and the Parker Voting Agreement described in Item 4 above, RGGPLS may also be deemed the beneficial owner, with shared voting power, of an additional 696,247 shares of Common Stock held by RGGPLS as trustee of the Incentive Plan, 2,809,958 shares of Common Stock issued to GRH, 1,785,714 shares issued to the Investors, 823,135 shares of Common Stock held by the Gregg Revocable Trust, 2,748,204 shares of Common Stock held by the Gregg Multigenerational Trust and 1,350,000 shares held by Dr. Parker, respectively, for a total beneficial ownership of 16,781,936 shares of Common Stock, which represents 57.1% of the shares of Common Stock outstanding as of May 2, 2008.

As a result of the June 2006 Transfer, the December 2006 Transfer, the June 2007 Transfer and the December 2007 Transfer as described in Item 4, the Incentive Plan may be deemed the beneficial owner of, and has voting power over, 696,247 shares of Common Stock, which represents 2.4% of the shares of Common Stock outstanding as of May 2, 2008.

Glenn M. Parker, M.D., as a managing member of RGGPLS, may be deemed the beneficial owner, with shared dispositive and voting power, of 6,568,678 shares of Common Stock held by RGGPLS which represents 22.3% of the shares of Common Stock outstanding as of May 2, 2008. As a result of Dr. Parker’s position as a managing member of RGGPLS and the rights granted to RGGPLS under the Incentive Plan, the Merger Stockholder Agreement and the MHR Stockholder Agreement described in Item 4 above, Dr. Parker may also be deemed the beneficial owner, with shared voting power, of an additional 696,247 shares of Common Stock held by RGGPLS as trustee of the Incentive Plan, 2,809,958 shares of Common Stock issued to GRH, 1,785,714 shares issued to the Investors, 823,135 shares of Common Stock held by the Gregg Revocable Trust and 2,748,204 shares of Common Stock held by the Gregg Multigenerational Trust. In addition, Dr. Parker owns 1,350,000 shares of Common Stock in his individual capacity, over which he shares voting control with RGGPLS pursuant to the terms of the Parker Voting Agreement, and holds currently exercisable options to purchase an additional 114,406 shares of Common Stock, for a total beneficial ownership of 16,896,342 shares of Common Stock, which represents 57.5% of the shares of Common Stock outstanding as of May 2, 2008.

Lewis P. Stone, as a managing member of RGGPLS, may be deemed the beneficial owner, with shared dispositive and voting power, of 6,568,678 shares of Common Stock held by RGGPLS which represents 22.3% of the shares of Common Stock outstanding as of May 2, 2008. As a result of Mr. Stone’s position as a managing member of RGGPLS and the rights granted to RGGPLS under the Incentive Plan, the Merger Stockholder Agreement, the MHR Stockholder Agreement and the Parker Voting Agreement described in Item 4, Mr. Stone may also be deemed the beneficial owner, with shared voting power, of an additional 696,247 shares of Common Stock held by RGGPLS as trustee of the Incentive Plan, 2,809,958 shares of Common Stock issued to GRH, 1,785,714 shares issued to the Investors, 823,135 shares of Common Stock held by the Gregg Revocable Trust, 2,748,204 shares of Common Stock held by the Gregg Multigenerational Trust and 1,350,000 shares of Common Stock held by Dr. Parker. In addition, Mr. Stone holds 7,874 shares of Common Stock over which he has sole voting and dispositive power and holds currently exercisable options to purchase an additional 114,406 shares of Common Stock, for a total beneficial ownership of 16,904,216 shares of Common Stock, which represents 57.5% of the shares of Common Stock outstanding as of May 2, 2008.

Robert Gregg may be deemed the beneficial owner, with shared dispositive and voting power, of 3,583,459 shares of Common Stock, of which 823,135 shares are held by the Gregg Revocable Trust, 2,748,204 shares of Common Stock are held by the Gregg Multigenerational Trust, and 12,120 held directly, representing 12.2% of the shares of Common Stock outstanding as of May 2, 2008. Through December 31, 2010, RGGPLS, LLC has an irrevocable right to vote 3,571,339 shares held by the Gregg Revocable Trust and the Gregg Multigenerational Trust while the shares are held by these trusts, except in limited circumstances.

Of the 6,568,678 shares of Common Stock held by RGGPLS, 200,000 shares of RGGPLS restricted stock (the “Restricted Stock”) were granted to Sharad Mansukani, M.D., pursuant to that certain Employment Agreement, dated as of March 9, 2005 (the “Mansukani Agreement”), by and between NationsHealth, Inc. (“NationsHealth”) and Mansukani, as amended by that certain Amendment to Employment Agreement, dated June 21, 2006 (the “Mansukani Amendment”), on June 21, 2006. The Restricted Stock is subject to the terms and conditions set forth in that certain Restricted Purchase Agreement, dated as of June 21, 2006, by and between NationsHealth and Mansukani, including, but not limited to, (i) restrictions on transfer and (ii) a time vesting requirement that the Restricted Stock shall not vest until June 21, 2011 at which time 100% of the Restricted Stock shall vest; provided, however, that in the event (i) Mansukani’s employment is terminated by NationsHealth without cause or for disability or Mansukani resigns for good reason before June 21, 2011, the Restricted Stock shall accelerate and 100% of the Restricted Stock shall vest, and (ii) of a change of control, 100% of the Restricted Stock shall vest (a) nine (9) months following such change of control so long as Mansukani remains employed by NationsHealth or (b) immediately, if Mansukani is terminated by the surviving entity without cause or Mansukani resigns for good reason during the nine (9) month period following such change of control. Upon vesting, RGGPLS shall cause the Restricted Stock to be distributed to Mansukani equally from the RGGPLS shares held and/or beneficially owned by each of Glenn M. Parker and Lewis P. Stone. In connection with the grant of the Restricted Stock to Mansukani, Mansukani has delivered an irrevocable proxy naming Glenn M. Parker as his proxy and attorney in fact to vote, to act by written consent, or to grant a consent, proxy or approval with respect to the Restricted Stock.

The calculation of the foregoing percentages is based on information from the Corporation stating that there were 29,408,763 shares of Common Stock issued and outstanding as of May 2, 2008, including 298,041 shares of treasury stock.

Other than as set forth above, no shares of Common Stock are beneficially owned by any of the Reporting Persons.

(c). On December 1, 2007, the December 2007 Transfer was made, described in Item 4 above, which description is incorporated herein by reference.

(d). None.

(e). Not applicable.

Item 6. Contracts, Arrangements Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented by adding the following information at the conclusion of the Section:

On May 2, 2008 the Irrevocable Proxy became effective as described in item 4 above, which description is incorporated herein by reference.

Item 7. Materials to be Filed as Exhibits.

See the Exhibit Index immediately following the signature page, which is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 8, 2008


RGGPLS, LLC

By:	/s/ Glenn M. Parker

	Name:	Glenn M. Parker, M.D.
	Title:	Managing Member

	/s/ Glenn M. Parker

	Glenn M. Parker, M.D.

	/s/ Lewis P. Stone

	Lewis P. Stone

	/s/ Robert Gregg

	Robert Gregg

RGGPLS HOLDING, INC. STOCK BONUS PLAN AND TRUST

By:	RGGPLS, LLC as Trustee

By:	/s/ Glenn M. Parker

	Name:	Glenn M. Parker, M.D.
	Title:	Managing Member

Exhibit Index


Exhibit No.		Description

1		Irrevocable Proxy dated May 2, 2008, executed by Gregg, the Gregg Revocable Trust and the Greg Multigenerational Trust

EX-1 2 c73308exv1.htm EXHIBIT 1 Filed by Bowne Pure Compliance

Exhibit 1

IRREVOCABLE PROXY

May 2, 2008

KNOW ALL PERSONS BY THESE PRESENTS that Robert Gregg, individually (“Gregg”), Pamela Fay Gregg and Kathryn G. Pincus as trustees of the Exempt Descendants Trust established under that certain unrecorded trust agreement known as the Robert Gregg 2004 Multigenerational Trust (the “Gregg 2004 Multigenerational Trust”) and Robert Gregg, not individually, but as trustee of that certain unrecorded trust agreement known as the Robert Gregg Revocable Trust dated December 18, 2000 (the “Gregg Revocable Trust” and collectively with Gregg and the Gregg 2004 Multigenerational Trust, the “Holders”), effective as of the date hereof, do hereby irrevocably constitute and appoint RGGPLS, LLC, a Delaware limited liability company (“RGGPLS”), with full power of substitution and resubstitution, as the Holders’ proxy with respect to any and all securities of NationsHealth, Inc., a Delaware corporation (the “Company”), held of record or beneficially by each of the Holders as of the date hereof (collectively, the “Securities”) for and in each of the Holder’s name, place, and stead, to vote each of the Securities at every annual, special or adjourned meeting of stockholders of the Company, and to execute on behalf of each of the Holders any ballot, proxy, consent, certificate or other document that law permits or requires with respect to any matters involving or relating to the Company.

This Irrevocable Proxy shall remain in effect until December 31, 2010, and this Irrevocable Proxy shall automatically terminate as of such date. Notwithstanding anything contained herein to the contrary, this Irrevocable Proxy shall not apply with respect to a Change of Control Transaction (as defined below), other than an Approved Transaction (as defined below). As such, the Holders shall retain all rights to vote each of the Securities on all matters involving or relating to the consummation of a Change of Control Transaction. For purposes of this Irrevocable Proxy, a “Change of Control Transaction” shall mean any transaction (a) in which the Company sells all or substantially all of its assets, or (b) shares of capital stock of the Company are sold (whether by merger, consolidation, sale or transfer of capital stock, reorganization, recapitalization or otherwise) in one or more related transactions to any party or group that did not beneficially own a majority of the voting power prior to such purchase, resulting in such party or group beneficially owning a majority of the voting power after such purchase. For purposes of this Irrevocable Proxy an “Approved Transaction” shall mean a transaction which occurs within the twelve (12) month period following the date hereof and results in the holders of common stock, par value $0.0001 per share, of the Company (“Common Stock”), including the Holders, receiving at least Eighty Cents ($0.80) per share of Common Stock on a net basis in cash.

Each of the Holders hereby acknowledges and agrees that the foregoing proxy granted to RGGPLS is coupled with an interest and is irrevocable (to the fullest extent permitted by law). Any proxy or proxies heretofore given by any of the Holders with respect to any of the Securities are hereby revoked and each of the Holders agrees that no subsequent proxies will be given with respect to any of the Securities.

Each of the Holders does hereby ratify and confirm all acts whatsoever that RGGPLS, as its agent, shall or may do by virtue of this Irrevocable Proxy. Each of the Holders agrees to perform such further acts and execute such further documents and instruments as may be required to vest in RGGPLS the power to carry out and give effect to the provisions of this Irrevocable Proxy.

Each of the Holders hereby agrees that, except in the case of an Excepted Transfer (as such term is defined in the Lock-Up and Right of First Offer Agreement, dated as of the date hereof, by and among each of the Holders, and RGGPLS), for so long as this Irrevocable Proxy shall be in force and effect, none of the Holders shall transfer, sell, assign, dispose, donate, pledge, bequest, hypothecate, convey, encumber or otherwise dispose of any of the Securities or any interest therein by any means whatsoever.

Except in the case of an Excepted Transfer, this Irrevocable Proxy shall be binding upon any person or entity to which legal or beneficial ownership of the Securities shall pass, whether by operation of law or otherwise.

Each of the Holders represents that: (a) the execution and delivery of this Irrevocable Proxy have been duly authorized by all necessary action on the part of the undersigned; (b) this Irrevocable Proxy has been duly executed and delivered by each of the Holders and constitutes the legal, valid and binding agreement of each of the Holders, enforceable against each of the Holders in accordance with its terms; (c) each of the Holders has full power and authority to execute and deliver this Irrevocable Proxy; and (d) the Holders are collectively the record or beneficial owner of the Securities free and clear of any proxy or voting restriction other than pursuant to this Irrevocable Proxy.

If any provision of this Irrevocable Proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent; (b) the invalidity or unenforceability of such provision or part under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction; and (c) the invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this Irrevocable Proxy. Each provision of this Irrevocable Proxy is separable from every other provision of this Irrevocable Proxy, and each part of each provision of this Irrevocable Proxy is separable from every other part of such provision.

This Irrevocable Proxy shall be governed by and construed in accordance with the domestic substantive law of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdictions.

-2-

This Irrevocable Proxy shall automatically terminate upon the material breach by (x) any of the RGGPLS Parties of the Tag-Along and Piggyback Rights Agreement, of even date herewith, by and among the Holders and the RGGPLS Parties, (y) the Company of the Settlement Agreement and General Release, of even date herewith, by and between Gregg and the Company, or the General Release and Non-Disparagement Agreement, of even date herewith, by and between Gregg and the Company, or (z) the Company Parties of the General Release and Non-Disparagement Agreement, of even date herewith, by and among the Gregg Parties and the Company Parties; provided, however, that in each such case, such material breach has not been cured within ten (10) days after the breaching party receives notice of such breach.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

-3-

IN WITNESS WHEREOF, each of the undersigned has executed this Irrevocable Proxy as of the date first written above.


HOLDERS:



Robert Gregg, Individually



Pamela Fay Gregg and Kathryn G. Pincus as trustees of the Exempt Descendants Trust established under that certain unrecorded trust agreement known as the Robert Gregg 2004 Multigenerational Trust



Robert Gregg, not individually, but as trustee of that certain unrecorded trust agreement known as the Robert Gregg Revocable Trust dated December 18, 2000

-4-