SERIES A PREFERRED STOCK PURCHASE AGREEMENT

Exhibit 4.12

SERIES A PREFERRED STOCK PURCHASE AGREEMENT

     This Series A Preferred Stock Purchase Agreement (this “ Agreement ”), dated as of April 30, 2009, is made by and among ComVest NationsHealth Holdings, LLC, a Delaware limited liability company (“ Parent ”), and NationsHealth, Inc., a Delaware corporation (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, NationsHealth Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of 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 , in connection with the Merger Agreement and subject to the terms of this Agreement, the Company desires to issue and sell to Parent, and Parent desires to purchase from the Company, shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (the “ Series A Preferred Stock ”);

      WHEREAS , the rights, preferences and privileges of the Series A Preferred Stock are set forth in the Company’s Third Amended and Restated Certificate of Incorporation in substantially the form attached hereto as Exhibit A (the “ Amended and Restated Certificate of Incorporation ”), which shall be filed with the Secretary of State of the State of Delaware by the Company and in effect immediately prior to the Effective Time pursuant to the Merger Agreement;

      WHEREAS , in connection with Merger and at the Effective Time, Parent will receive 41,666,667 shares of Series A Preferred Stock from the Company in connection with the transactions contemplated herein;

      WHEREAS , the Company will issue 25,000,000 shares of Series A Preferred Stock in connection with the conversion of the Bridge Loan to the holders thereof pursuant to the terms and conditions set forth in the Bridge Loan Documents;

      WHEREAS , Timothy Fairbanks will receive 1,250,000 shares of Series A Preferred Stock (the “ Fairbanks Shares ”) from the Company in connection with the transactions contemplated by that certain Series A Preferred Stock Purchase Agreement, dated April 30, 2009, by and between the Company and Timothy Fairbanks; and

      WHEREAS , concurrently with the execution of this Agreement and in connection with the Merger Agreement, (a) each of the Company, Parent, Glenn Parker, Timothy Fairbanks, Lewis Stone, Mark Lama, RGGPLS, LLC, a Delaware limited liability company, and MHR has entered into that certain (i) Voting Agreement in substantially the form attached hereto as Exhibit B (the “ Voting Agreement ”), (ii) Investor Rights Agreement in substantially the form attached hereto as Exhibit C (the “ Investor Rights Agreement ”), and (iii) Right of First Refusal and Co-Sale Agreement in substantially the form attached hereto as Exhibit D (the “ Right of First Refusal and Co-Sale Agreement ”); (b) the Company and each member of the Company’s Board of Directors to be elected as the Effective Time have entered into Indemnification Agreements in substantially the form attached hereto as Exhibit E (the “ Indemnification Agreements ”); and (c) ComVest Investment Partners III, L.P. and its affiliates, successors and transferees (collectively, the “ Guarantor ”), and the Company have entered into a Management Agreement in substantially the form attached hereto as Exhibit F (the “ Management Agreement ”).

      NOW, THEREFORE , in consideration of the foregoing and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the parties hereby agree as follows:

ARTICLE 1
PURCHASE AND SALE OF SERIES A PREFERRED STOCK

     1.1 Amended and Restated Certificate of Incorporation . Immediately prior to the Effective Time, the Company shall adopt and file the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which shall be the certificate of incorporation of the Surviving Corporation upon the consummation of the Merger and shall set forth, among other things, the rights, preferences and privileges of the Series A Preferred Stock.

     1.2 Purchase and Sale of Series A Preferred Stock; and Closing .

          (a) Subject to the terms and conditions of this Agreement, at the Closing (as defined below), Parent shall purchase from the Company and the Company shall sell and issue to Parent 41,666,667 shares of the Company’s Series A Preferred Stock (the “ Purchased Shares ”) at a purchase price per share equal to $0.12, the aggregate amount of which equals the Remaining Investment Amount.

          (b) The closing of the purchase and sale of Purchased Shares pursuant to Section 1.2(a) (the “ Closing ”) shall take place at the Effective Time (the “ Closing Date ”) at the offices of McDermott, Will & Emery, 201 South Biscayne Boulevard, Suite 2200, Miami, Florida 33131, unless another time, date or place is agreed to in writing by the parties hereto. At the Closing, in exchange for the Remaining Investment Amount, which shall be made by wire transfer of immediately available funds to an account to be designated by the Company, the Company shall deliver to Parent a certificate representing the Purchased Shares.

          (c) At the Effective Time and in connection with the Merger, Parent shall invest the Remaining Investment Amount in the Company in exchange for the Purchased Shares, from which (i) Parent shall deposit the Aggregate Merger Consideration on behalf of Parent and the Company with the Paying Agent in accordance with Section 2.2 of the Merger Agreement in order to purchase all of the Shares (other than shares to be canceled in accordance with Section 2.1(c) of the Merger Agreement, the Dissenting Shares, the Purchased Shares hereunder and the Option Shares (as defined below) to be issued pursuant to the Preferred Stock Investment Option (if exercised), and the Rollover Shares), and Options, and (ii) Parent shall pay to the Company a cash amount equal to the Remaining Investment Amount minus the Aggregate Merger Consideration, which proceeds shall be used to pay the remaining Transaction Fees pursuant to Section 5.10 of the Merger Agreement and to fund the Company’s general business purposes, working capital, growth capital and capital expenditures after the Effective Time.

     1.3 Preferred Stock Investment Option; and Closing of Preferred Stock Investment Option .

          (a) During the period commencing on the date of this Agreement and ending on the first anniversary of the Closing Date, Parent shall have the right, but not the obligation, to purchase up to 16,666,667 shares of Series A Preferred Stock (the “ Option Shares ”), at one or more closings, at a purchase price of $0.12 per share (the “ Preferred Stock Investment Option ”). Parent shall give the Company written notice of the exercise of the Preferred Stock Investment Option.

          (b) Other than pursuant to and in accordance with the Preferred Stock Investment Documents, the Bridge Loan Documents and the transactions contemplated under the Merger Agreement, the Company shall not, by amendment of its certificate of incorporation or bylaws or through any consolidation, merger, reorganization, transfer of assets, or otherwise, avoid or seek to avoid the exercise by Parent of the Preferred Stock Investment Option.

          (c) Closings of the purchase and sale of the Option Shares hereunder may take place at any time and from time to time until the first anniversary of the Closing (each an “ Additional Closing ”). At each such Additional Closing, the Company will deliver to Parent a certificate representing the Option Shares purchased at each Additional Closing against payment of the purchase price determined by multiplying the number of Option Shares to be purchased by $0.12 per share by wire transfer of immediately available funds to an account to be designated by the Company.

     1.4 Certificates; Legends . All certificates representing the Purchased Shares and the Option Shares, if any (collectively, the “ Parent Shares ”), 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 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.

ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants to Parent as of the date hereof and as of the Closing Date:

     2.1 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 and 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 and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement 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, 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. 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, subject to the Bankruptcy and Equity Exception.

          (b) Except as specifically set forth in Section 3.3(c) of the Company Disclosure Schedule and except for any agreements entered into in connection with the Rollover Financing, neither the execution and delivery of this Agreement by the Company nor the transactions contemplated herein, 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’s organizational or governing 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, (x) conflict with or 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 (y) 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.

     2.2 Valid Issuance of Shares . The Parent Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, shall be duly authorized, validly issued, fully paid and nonassessable, and free of any restrictions on transfer and encumbrances, other than those imposed by Law, this Agreement, the Merger Agreement, the Rollover Financing Documents, the Voting Agreement, the Right of First Refusal and Co-Sale Agreement, the Investor Rights Agreement, and the transactions contemplated herein or therein, or that result from any actions or inactions of Parent. Assuming the accuracy of the representation of Parent in Section 3.3 and subject to any filing required by any applicable Law, the Shares will be issued in compliance with all applicable Laws. The Surviving Corporation Common Stock issuable upon conversion of the Parent Shares has been duly reserved for issuance, and upon issuance in accordance with the terms of the Amended and Restated Certificate of Incorporation, will be validly issued and outstanding, fully paid and nonassessable, free of any restrictions on transfer and encumbrances, other than those imposed by Law, this Agreement, the Merger Agreement, the Rollover Financing Documents, the Voting Agreement, the Right of First Refusal and Co-Sale Agreement, the Investor Rights Agreement, and the transactions contemplated herein or therein, or that result from any actions or inactions of Parent. Based in part upon the accuracy of the representation of Parent in Section 3.3 , the Surviving Corporation Common Stock issuable upon conversion of the Parent Shares will be issued in compliance with all Laws.

     2.3 Capitalization . Immediately after the Effective Time, the conversion of the Bridge Loan into shares of Series A Preferred Stock, the issuance of the Purchased Shares, the issuance of the Fairbanks Shares, and the issuance of the Option Shares (if the Preferred Stock Investment Option is exercised in full), (a) the authorized capital stock of the Surviving Corporation shall consist of 300,000,000 shares of Surviving Corporation Common Stock and 150,000,000 shares of preferred stock, par value $0.01 per share (the “ Surviving Corporation Preferred Stock ”), of which 84,583,333 shares are designated as Series A Preferred Stock, and (b) 12,517,427 shares of Surviving Corporation Common Stock shall be issued and outstanding and 67,916,667 shares of Surviving Corporation Preferred Stock shall be issued a