EXCHANGE AND ROLLOVER AGREEMENT

Exhibit 4.27

EXCHANGE AND ROLLOVER AGREEMENT

     This Exchange and Rollover Agreement (this “ Agreement ”), dated as of April 30, 2009, is made by and among ComVest NationsHealth Holdings, LLC, a Delaware limited liability company (“ Parent ”), NationsHealth Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“ Merger Sub ”), NationsHealth, Inc., a Delaware corporation (the “ Company ”), and the undersigned stockholders (each a “ Stockholder ” and collectively, the “ Stockholders ”) of the Company. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

      WHEREAS , concurrently with the execution of this Agreement, Parent, Merger Sub, and the Company have entered into that certain Agreement and Plan of Merger (the “ Merger Agreement ”);

      WHEREAS , pursuant to the Merger Agreement, Merger Sub will merge with and into the Company (the “ Merger ”) and the separate corporate existence of Merger Sub shall thereupon cease, and the Company shall be the surviving corporation in the Merger (the “ Surviving Corporation ”);

      WHEREAS , immediately prior to the Effective Time, each Stockholder desires to contribute all issued and outstanding shares of Company Common Stock and Company Restricted Stock owned, beneficially and of record, by such Stockholder (the “ Rollover Shares ”) in exchange for the same number of shares of the Merger Sub Non-Voting Common Stock at a price per share equal to $0.12 (the “ Exchange ”) in accordance with the terms of this Agreement;

      WHEREAS , the Stockholders, Merger Sub and Parent intend that the Exchange be treated for United States federal income tax purposes as a tax-free exchange of the Rollover Shares for the Merger Sub Non-Voting Common Stock under the Internal Revenue Code of 1986, as amended (the “ Code ”);

      WHEREAS , on the date hereof, each of the Company, Parent, and the Stockholders shall have entered into the Preferred Stock Investment Documents, as applicable, each of which shall be effective as of the Closing Date and in which the rights, preferences, privileges and restrictions of the Preferred Stock issued upon conversion of the Bridge Loan and in connection with the Preferred Stock Investment and the Preferred Stock Investment Option (if exercised), and the Surviving Corporation Common Stock issued in connection with the Rollover (as defined below) shall be set forth in the Preferred Stock Investment Documents.

      WHEREAS , at the Closing and before the Effective Time, (a) the outstanding principal amount under the Bridge Loan shall be converted into shares of Preferred Stock at a price per share equal to $0.12, (b) any remaining accrued and unpaid interest on the Bridge Loan shall be paid in cash by the Company to Parent, and (c) Parent shall make the Preferred Stock Investment pursuant to which Parent shall purchase and the Company shall sell shares of Preferred Stock at a price per share equal to $0.12; and

      WHEREAS , in connection with the Merger and at the Effective Time, (a) each share of issued and outstanding Company Common Stock, including shares of Company Restricted Stock (other than shares to be canceled in accordance with Section 2.1(c) of the Merger Agreement, the Dissenting Shares, and the shares of Preferred Stock issued at or immediately prior to the Effective Time in connection with the Preferred Stock Investment and the Preferred Stock Investment Option (if exercised)) shall be converted into the right to receive from the Surviving Corporation a cash amount equal to $0.12 per share(the “ Conversion ”), (b) each share of Merger Sub Non-Voting Common Stock owned, beneficially or of record, by each of the Stockholders shall be converted into and become one share of Surviving Corporation Common Stock in accordance with the terms and conditions of Section 2.1(a) of the Merger Agreement and Section 1.2(a) of this Agreement, and (c) each share of Merger Sub Voting Common Stock owned, beneficially or of record, by Parent shall be converted into and become one share of Surviving Corporation Common Stock in accordance with the terms and conditions of Section 2.1(a) of the Merger Agreement and Section 1.2(a) of this Agreement (collectively, clause (b) and (c) shall be referred to as the “ Rollover ”).

      NOW, THEREFORE , in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby mutually covenant and agree as follows:

ARTICLE 1
EXCHANGE AND ROLLOVER

     1.1 The Exchange .

          (a) Immediately prior to the Effective Time and in connection with the Exchange, each Stockholder shall assign, contribute and transfer to Merger Sub and the Merger Sub shall accept all of the Rollover Shares set forth opposite such Stockholder’s name on Schedule 1.1(a) attached hereto free and clear of any mortgage, lien, pledge, charge, claim, security interest, agreement, and encumbrance whatsoever (any of the foregoing, an “ Encumbrance ”).

          (b) In connection with each Stockholder’s contribution of its Rollover Shares to Merger Sub, Merger Sub shall issue to such Stockholder the number of shares of Merger Sub Non-Voting Common Stock set forth opposite such Stockholder’s name on Schedule 1.1(b) attached hereto free and clear of any Encumbrance

          (c) At the Effective Time, all of the Rollover Shares held by Parent or Merger Sub after the Exchange shall be cancelled in accordance with Section 2.1(c) of the Merger Agreement and, when so cancelled, shall no longer be issued and outstanding and shall automatically cease to exist, and each Stockholder holding a certificate representing any such Rollover Shares shall not have any rights with respect thereto, except the right to receive the shares of Merger Sub Non-Voting Common Stock as set forth in Section 1.1(b) .

     1.2 The Rollover .

          (a) At the Effective Time and in connection with the Rollover, (i) each share of Merger Sub Non-Voting Common Stock set forth opposite each Stockholder’s name on Schedule 1.1(b) attached hereto and held by such Stockholder and each share of Merger Sub Voting Common Stock set forth opposite Parent’s name on Schedule 1.2(a) attached hereto, and (ii) held by Parent shall be converted into the number of shares of Surviving Corporation Common Stock set forth opposite such Person’s name on Schedule 1.2(b) attached hereto free and clear of any Encumbrance.

          (b) As of the Effective Time, all such shares of Merger Sub capital stock held by Parent and/or any Stockholder after the Rollover shall be cancelled in accordance with Section 2.1(a) of the Merger Agreement, when so cancelled, shall no longer be issued and outstanding and shall automatically cease to exist, and each holder of a certificate representing any such shares of Merger Sub capital stock shall not to have any rights with respect thereto, except the right to receive shares of the Surviving Corporation Common Stock as set forth in Section 1.2(a) .

          (c) All certificates representing Surviving Corporation Common Stock issued pursuant to Section 1.2(a) shall be endorsed with the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR STATE SECURITIES LAWS AND CANNOT BE OFFERED, SOLD, OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND REGULATIONS PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF IN VIOLATION OF THE SECURITIES ACT. THE SHARES MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A STATEMENT OF THE PROVISIONS AND THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY OF THE COMPANY. THESE SHARES SHALL NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THAT CERTAIN RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT BY AND AMONG THE COMPANY AND CERTAIN OF ITS STOCKHOLDERS.

ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

     Parent and Merger Sub, jointly and severally, represent and warrant to the Company and the Stockholders as of the date hereof and as of the Closing Date:

     2.1 Organization and Standing; Authority; Noncontravention .

          (a) Parent is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware.

          (b) Each of Parent and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement, and the consummation by it of the transactions contemplated herein, have been duly authorized and approved by its Board of Directors or board of managers and stockholders or equity holders and, no other corporate action on the part of Parent and Merger Sub or the equity holders thereof is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by it of transactions contemplated herein. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “ Bankruptcy and Equity Exception ”).

          (c) Neither the execution and delivery of this Agreement by Parent and Merger Sub, nor compliance by Parent or Merger Sub with any of the terms or provisions hereof, will (i) conflict with or violate any material provision of the organizational or governing documents of Parent or Merger Sub or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.3 of the Merger Agreement have been received and the waiting periods referred to therein have expired, and any condition to the effectiveness of such consent, approval, authorization, or waiver has been satisfied and the filings referred to in Section 4.3 of the Merger Agreement are made, (A) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to Parent or Merger Sub or any of their respective properties or assets, or (B) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien, other than any Permitted Liens, upon any of the respective properties or assets of, Parent or Merger Sub under, any of the terms, conditions or provisions of any Contract to which Parent or Merger Sub is a party, or by which they or any of their respective properties or assets may be bound or affected, other than, in each case, any such violation, conflict, default, termination, cancellation, acceleration or Lien that would not have, individually or in the aggregate, a Parent Material Adverse Effect and no other authorizations, consents, approvals or waivers are required other than those referred to in Section 4.3 of the Merger Agreement.

     2.2 Title to Merger Sub Non-Voting Common Stock . Upon each Stockholder’s contribution of the Rollover Shares to Merger Sub pursuant to the Exchange, (a) the Merger Sub Non-Voting Common Stock issued in exchange thereof shall be duly authorized, validly issued and outstanding, fully paid and nonassessable, and free of any preemptive rights, rights of first refusal or similar rights, and (b) such Stockholder will acquire good, valid, and marketable title thereto, free and clear of any Encumbrance, other than those imposed by Law, contemplated by this Agreement or the Merger Agreement or the transactions contemplated herein or therein, or that result from any actions taken by such Stockholder.

     2.3 Capitalization . The authorized capital stock of Merger Sub consists of 20,000,000 shares of Merger Sub Non-Voting Common Stock, 1 share of Merger Sub Voting Common Stock, and no shares of preferred stock. As of the date hereof and before the consummation of the Exchange, there are no issued and outstanding shares of Merger Sub Non-Voting Common Stock, and one (1) issued and outstanding share of Merger Sub Voting Common Stock, which is held by solely by Parent. After the consummation of the Exchange and at the Effective Time, there will be 12,517,426 shares of Merger Sub Non-Voting Common Stock and 1 share of Merger Sub Voting Common Stock outstanding on a fully diluted basis issued to the persons set forth on Schedule 2.3 attached hereto. Other than the shares of Merger Sub Voting Common Stock issued to Parent or Merger Sub Non-Voting Common Stock to be issued in connection with the Exchange, no shares of Merger Sub Voting Common Stock and Merger Sub Non-Voting Common Stock will be issued. The rights, preferences, privileges and restrictions of the Merger Sub Voting Common Stock and Merger Sub Non-Voting Common Stock are as stated in Merger Sub’s Certificate of Incorporation as filed with the Secretary of State of the State of Delaware. All issued and outstanding shares of capital stock of Merger Sub have been duly authorized, are validly issued and are fully paid and nonassessable and free of preemptive rights or other restrictions, other than those imposed by Law, contemplated by this Agreement or the Merger Agreement or the transactions contemplated herein or therein, or that result from any actions taken by such Stockholder. Except for the obligations set forth in this Agreement, (a) there are no outstanding options or other rights of any kind which obligate Merger Sub to issue or deliver any shares of capital stock or voting securities of Merger Sub or any securities or obligations convertible into or exercisable for any shares of capital stock or voting securities of Merger Sub (the “ Merger Sub Securities ”), (b) there are no outstanding obligations of Merger Sub to repurchase, redeem or otherwise acquire any Merger Sub Securities, and (c) there are no other options, calls, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of Merger Sub to which Merger Sub or Parent is a party. There are no bonds, debentures, notes or other indebtedness or securities of Merger Sub having a right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which the holders of capital stock of Merger Sub may vote are issued and outstanding. As of the date hereof and as of the Closing Date, the only obligations and liabilities of Merger Sub are and will be those which arise in connection with this Agreement, the Merger Agreement and the transactions contemplated herein and therein. Merger Sub is a wholly-owned subsidiary of Parent, and no other person or entity owns any security (or any phantom stock or the like) of Merger Sub and Merger Sub has no obligation to issue any security (or any phantom stock or the like) to any person or entity.

     2.4 Approvals . The execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated herein, do not and will not require any consent, approval or other authorization of, or filing with or notification to, any Governmental Authority, other than as set forth in the Merger Agreement.

     2.5 Legal Proceedings . There is no pending or, to the Knowledge of Parent, threatened, material legal, administrative, arbitral or other proceeding, claim, suit or action against, or governmental or regulatory investigation of, Parent or Merger Sub, nor is there any injunction, order, judgment, ruling or decree imposed (or, to the Knowledge of Parent, threatened to be imposed) upon Parent or Merger Sub or the assets of Parent or Merger Sub, by or before any Governmental Authority, in each case, as has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

     2.6 History and Operations of Parent and Merger Sub . Each of Parent and Merger Sub was formed solely for the purpose of engaging in this Agreement and the other Transactions and the consummation of the transactions contemplated hereby and thereby, and has not engaged and will not have engaged on or prior to the Closing Date in any other business activities or operations or otherwise incurred any liability other than as contemplated by this Agreement and the other Transactions. Other than Merger Sub, Parent does not have any Subsidiaries. Merger Sub does not have any Subsidiaries.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants to Parent, Merger Sub, and the Stockholders as of the date hereof and as of the Closing Date:

     3.1 Organization and Standing; Authority; Noncontravention .

          (a) The Company is a corporation, validly existing and in good standing under the laws of the State of Delaware.

          (b) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Company Stockholder Approval, to perform its obligations hereunder. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the transactions contemplated herein, have been duly authorized and approved by its Board of Directors, and except for obtaining the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of transactions contemplated herein. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by Bankruptcy and Equity Exception.

          (c) Except as specifically set forth in Section 3.3(c) of the Company Disclosure Schedule and for any agreements entered into in connection with the Rollover Financing, the Preferred Stock Investment and the Bridge Loan, neither the execution and delivery of this Agreement by the Company nor compliance by the Company with any of the terms or provisions hereof, will (i) conflict with or violate any material provision of the Company Charter Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4 of the Merger Agreement and the Company Stockholder Approval are obtained and the filings referred to in Section 3.4 of the Merger Agreement are made, (A) violate in any material respect any Law, judgment, writ or injunction of any Governmental Authority applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien, other than the Permitted Liens, upon any of the respective properties or assets of, the Company or any of its Subsidiaries, in each case, in any material respect, under, any of the terms, conditions or provisions of any Contract or Permit, to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, other than, in each case, any such violation, conflict, default, termination, cancellation, acceleration or Lien that has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

     3.2 Title to Surviving Corporation Common Stock . Upon each Stockholder&r