LIMITED WAIVER AND CONSENT TO CONVERTIBLE SECURED NOTES

Exhibit 4.24

LIMITED WAIVER AND CONSENT TO CONVERTIBLE SECURED NOTES

          This LIMITED WAIVER AND CONSENT (this “ Waiver and Consent ”) is dated as of April 30, 2009 and entered into by and among NationsHealth Inc., a Delaware corporation (the “ Company ”), NationsHealth Holdings, L.L.C., a Florida limited liability company and a wholly-owned subsidiary of the Company (“ NH LLC ”), United States Pharmaceutical Group, L.L.C., a Delaware limited liability company and an indirect wholly-owned subsidiary of the Company (“ USPG ,” the Company and NH LLC are collectively, the “ Existing Issuers ”), Diabetes Care & Education, Inc., a South Carolina corporation (“ Diabetes ”), and National Pharmaceuticals and Medical Products (USA) L.L.C., a Florida limited liability company (“ National ” and “ Diabetes ” are together, the “ Additional Issuers ,” and the Existing Issuers and the Additional Issuers are together, the “ Issuers ”) and MHR Capital Partners Master Account LP (as assignee of MHR Capital Partners (500) LP (f/k/a MHR Capital Partners LP)), OTQ LLC and MHR Capital Partners (100) LP (collectively, the “ Holders ”) and MHR Capital Partners (500) LP, as collateral agent (the “ Collateral Agent ”), and is made with reference to those certain Promissory Notes in an aggregate principal amount of $15,000,000 issued by the Issuers and also designated as 7 ³ / 4 % Convertible Secured Notes (the “ Notes ”) pursuant to that certain Investment Unit Purchase Agreement, dated as of February 28, 2005 between the Existing Issuers and the Holders. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the First Amended Notes (defined herein).

RECITALS

           WHEREAS, the Company desires to enter into that certain Agreement and Plan of Merger, in the form attached hereto as Exhibit A , dated as of the date hereof (the “ Merger Agreement ”) by and among the Company, ComVest NationsHealth Holdings, LLC, a Delaware limited liability company (“ Parent ”), and NationsHealth Acquisitions Corp., a Delaware corporation and wholly owned subsidiary of Parent (“ Merger Sub ”), pursuant to which 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;

           WHEREAS, in connection with the execution of the Merger Agreement, the Company and Parent desire to enter into a Series A Preferred Stock Purchase Agreement, dated as of the date hereof, in the form attached hereto as Exhibit B (the “ Series A Preferred Stock Purchase Agreement ”), pursuant to which Parent agrees to purchase 41,666,667 shares of Series A Preferred Stock of the Company (the “ Series A Preferred Stock ”) at the Effective Time (as defined in the Merger Agreement) of the Merger and will have the right to purchase up to 16,666,667 additional shares of Series A Preferred Stock of the Company (the “ Investment Option Preferred Stock ”) exercisable until the first anniversary of the closing date of the Merger;

           WHEREAS , concurrently with the execution of the Merger Agreement, Parent and certain holders of the Common Stock have agreed to enter into a Voting Agreement with

respect to the Merger Agreement in the form attached hereto as Exhibit C and the transactions contemplated thereby (the “ Merger Voting Agreement ”);

           WHEREAS, in connection with the execution of the Merger Agreement, the Company and Parent also desire to enter into a Bridge Loan Agreement, dated as of the date hereof, in the form attached hereto as Exhibit D (the “ Bridge Loan Agreement ”), pursuant to which the Issuers will issue to Parent a 10% Secured Convertible Subordinated Promissory Note in the aggregate principal amount of $3,000,000 attached hereto as Exhibit E (the “ Bridge Note ,” and the loan made by Parent under the Bridge Loan Agreement, the “ Bridge Loan ”), the payment of which shall be secured by a security interest in substantially all of the assets of the Issuers that is senior to the security interest securing the Notes and constitute Senior Indebtedness under the Notes and the First Amended Notes, and all of the amounts outstanding thereunder upon the Effective Time shall be converted into Series A Preferred Stock;

           WHEREAS, in connection with the execution of the Bridge Loan Agreement, the Company has issued to Parent warrants to issue up to 1,000,000 shares of the Common Stock at an exercise price of $0.01 per share, dated as of the date hereof, in the form attached hereto as Exhibit F (the “ Bridge Loan Warrants ”) exercisable within 15 days of the termination of the Merger Agreement pursuant to certain provisions of the Merger Agreement;

           WHEREAS, in connection with the execution of the Bridge Loan Agreement, the Company and Parent have requested that the Holders enter into a Subordination Agreement, dated as of the date hereof, in the form attached hereto as Exhibit G (the “ Bridge Loan Intercreditor Agreement ,” and collectively with the Bridge Loan Agreement, the Bridge Note, and the Bridge Loan Warrant, the “ Bridge Loan Documents ”) pursuant to which the Holders would subordinate the obligations of the Notes to the obligations of the Bridge Notes as provided for therein;

           WHEREAS, in connection with the Bridge Loan Agreement, Parent has requested that the Holders consent to waive the redemption upon Change of Control under Section 5(b) of the Notes as it relates to the conversion by Parent pursuant to Section 2(c) and 2(d) and Section 6(b) of the Bridge Note of all of the obligations under the Bridge Loan into shares of Series A-1 Preferred Stock of the Company, par value $.01 per share (the “ Series A-1 Preferred Stock ”), with the rights, preferences and privileges set forth in the Certificate of Designation attached hereto as Exhibit H (the “ Certificate of Designation ”) in the event (i) the Merger Agreement is terminated and the Issuers do not pay all of the outstanding principal and accrued and unpaid interest that become due under the Bridge Loan on or before the Maturity Date or applicable due date as provided in the Bridge Note, (ii) the Bridge Loan Purchase Option (defined below) has not been exercised and (iii) neither Parent nor any of its Affiliates have acquired any Senior Indebtedness under the Credit Agreement (the “ Optional Conversion ”);

           WHEREAS, Parent and the Company have agreed that, as consideration for the consent of the Holders to the Optional Conversion as and as a condition to such consent, (i) the Company has agreed to amend and restate the Notes in the form attached hereto as Exhibit I (the “ First Amended Notes ”), effective as of the date hereof, including to inter, alia, add the Additional Issuers and issue to the Holders warrants to purchase 10,183,282 shares of Common Stock (subject to adjustment as set forth therein) in the form attached hereto as Exhibit J (the

“ Waiver Warrants ”) which shall be immediately exercisable upon such Optional Conversion, (ii) in the event that the Merger Agreement is terminated and the Issuers do not pay all of the outstanding principal and accrued and unpaid interest that become due under the Bridge Loan on or before the Maturity Date or applicable due date, Parent agrees to grant MHR the right to purchase all of the Bridge Loan for a purchase price of 100% of the outstanding principal accrued and unpaid interest during the last fifteen (15) calendar days of the Thirty Day Post-Termination Period (as defined in the Merger Agreement) or the last fifteen (15) calendar days of the Thirty Day Post-Maturity Termination Period (as defined in the Merger Agreement), if on the first day of such fifteen (15) day period any principal or accrued interest on the Bridge Loan remains unpaid (the “ Bridge Loan Purchase Option ”) and (iii) in connection with the agreement described in clause (iii) hereof, Parent has entered into a letter agreement in the form attached hereto as Exhibit K (the “ Waiver Termination Side Letter ”) and ComVest Investment Partners III, L.P. (“ ComVest ”) has entered into a letter agreement in the form attached hereto as Exhibit L (the “ ComVest Letter ,” and collectively with the Waiver Termination Side Letter, Certificate of Designation, the First Amended Notes and the Waiver Warrants, the “ Optional Conversion Documents ”) with the Holders setting forth certain limitations on the terms and conditions under which Parent or ComVest, as the case may be, may purchase any Senior Indebtedness under the Credit Agreement;

           WHEREAS, in connection with the Merger, the Company has requested that the Holders contribute their equity in the Company in a tax free transaction in exchange for non-voting common stock of Merger Sub, which non-voting common stock will be converted in the Merger into Common Stock (the “ Rollover Shares ”) as of the Effective Time, pursuant to an Exchange and Rollover Agreement, in the form attached hereto as Exhibit M (the “ Rollover Agreement ”);

           WHEREAS, the Company has additionally requested that in connection with the Merger, the Holders agree to enter into certain agreements effective as of the Effective Time with respect to the Rollover Shares and their rights as stockholders, including the Preferred Stock Investor Rights Agreement in the form attached hereto as Exhibit N , the Preferred Stock Voting Agreement in the form attached hereto as Exhibit O and the Preferred Stock Right of First Refusal and Co-Sale Agreement in the form attached hereto as Exhibit P (collectively, with the Rollover Agreement, the “ Rollover Documents ”);

           WHEREAS , pursuant to the Preferred Stock Voting Agreement, as of the Effective Time, an individual designated by MHR shall be elected to the Board of Directors of the Company (the “ MHR Representative ”) and the Company shall enter into an Indemnification Agreement with the MHR Representative in the form attached hereto as Exhibit Q (the “ Indemnification Agreement ”);

           WHEREAS , in connection with the transactions contemplated by this Waiver and Consent, at the Effective Time, (i) the Company shall (x) amend and restate the First Amended Notes in the form attached hereto as Exhibit R (the “ Second Amended Notes ”), and (y) issue to the Holders warrants to purchase shares of Common Stock, exercisable into shares of Common Stock equal to 10% of the Common Stock on a fully diluted basis immediately following the Effective Time and after giving effect to the issuance of the Investment Option Preferred Stock in the form attached hereto as Exhibit S (the “ MHR Warrants ”), (ii) Parent shall

enter into a letter agreement with the Holders in the form attached hereto as Exhibit T (the “ Merger Side Letter ”), and (ii) the Issuer, Parent and CapitalSource Finance, LLC shall enter into a letter agreement with the Holders in the form attached hereto as Exhibit U (the “ Tri-Party Side Letter ”) setting forth certain limitations on the terms and conditions under which Parent may purchase any obligations under the Credit Agreement;

           WHEREAS, in connection with the execution of the Merger Agreement, the Series A Preferred Stock Purchase Agreement, the Merger Voting Agreement, the Bridge Loan Documents, the Rollover Documents, the Indemnification Agreement, the Tri-Party Side Letter (collectively, with the other ancillary documents described herein, the “ Merger Transaction Documents ”) and the consummation of the transactions contemplated thereby (the “ Merger Transactions ”), and the execution of the Optional Conversion Documents and the consummation of the Optional Conversion, the Company has requested the consent of the Holders of the Notes and the waiver or amendments of certain provisions thereunder;

           WHEREAS, in connection with foregoing, the Holders desire to grant certain consents and waive certain provisions of the Notes, to enter into the First Amended Notes, and, at the Effective Time, to exchange such First Amended Notes for the Second Amended Notes and the MHR Warrants, but only subject to the terms and conditions contained herein;

           NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 1. WAIVER AND CONSENTS

     (a) Execution of Merger Agreement . Subject to the terms and conditions set forth herein, including the conditions to effectiveness in Section 5(a) and in reliance on the representations, warranties and covenants of the Issuers herein contained, the Holders hereby consent to the Company entering into the Merger Agreement, and waive any Event of Default that would arise under the Notes solely as a result of the execution of the Merger Transaction Documents (other than the consummation of the Merger Agreement which is addressed in Section 1(d) below and such events that are addressed in Sections 1(b), 1(c), 1(e) and 1(f) below), and hereby agree to waive the redemption upon Change of Control in Section 5(b) of the Notes, solely as it relates to the execution of Merger Agreement and the Merger Voting Agreement (but not to any Change of Control that may result from the consummation of the Merger which is addressed in Section 1(d) below).

     (b) Bridge Loan Intercreditor Agreement . Subject to the terms and conditions set forth herein, including the conditions to effectiveness in Section 5(a) and in reliance on the representations, warranties and covenants of the Issuers herein contained, the Holders hereby consent and agree to enter into the Bridge Loan Intercreditor Agreement.

     (c) Optional Conversion . Subject to the terms and conditions set forth herein, including the conditions to effectiveness in Section 5(c) and in reliance on the representations, warranties and covenants of the Issuers herein contained, the Holders

hereby agree to waive the redemption upon Change of Control in Section 5(b) of the Notes and the First Amended Notes, solely as it relates to the Optional Conversion.

     (d) Consummation of Merger . Subject to the terms and conditions set forth herein, including the conditions to effectiveness in Section 5(b) and in reliance on the representations, warranties and covenants of the Issuers herein contained, upon the Effective Time, the Holders hereby consent to the consummation of the Merger and the other transactions contemplated by the Merger Agreement, and hereby agree to waive the redemption upon Change of Control in Section 5(b) of the Notes, solely as it relates to the Merger.

     (e) ADHYO Partial Redemption Right . Subject to the terms and conditions set forth herein, including the conditions to effectiveness in Section 5(b) and in reliance on the representations, warranties and covenants of the Issuers herein contained, at the Effective Time, the Holders hereby waive Issuers’ compliance with and forbear from exercising or enforcing the Issuers’ noncompliance with the provisions of Section 5(c) of the First Amended Notes relating to the partial redemption of the First Amended Notes on February 28, 2010.

     (f) Cross-Default to Waived Events of Default under Credit Agreement. Subject to the terms and conditions set forth herein, including the conditions to effectiveness in Section 5(a) and in reliance on the representations, warranties and covenants of the Issuers herein contained, the Holders hereby waive any Event of Default under the Notes resulting from each of the events of default waived by CapitalSource Finance LLC pursuant to Section 2 of the Consent, Waiver, Joinder and Eighth Amendment to Third Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated April 30, 2009, among the Issuers and Senior Lender, individually and as Agent for the other Lenders under the Credit Agreement, in the form attached hereto as Exhibit V (the “ CapitalSource Consents ”), only to the extent set forth therein.

Section 2. LIMITATION OF WAIVER AND CONSENTS

          Without limiting the generality of the provisions of Section 12 of the Notes, the First Amended Notes or the Second Amended Notes, the waivers and consents set forth above shall be limited precisely as written and relate solely to the noncompliance by the Issuers with the provisions of the Notes, the First Amended Notes or the Second Amended Notes in the manner and to the extent described above, and nothing in this Waiver and Consent shall be deemed to:

     (a) constitute a waiver of compliance by the Issuers with respect to (i) Section 12 of the Notes, the First Amended Notes or the Second Amended Notes in any other instance or (ii) any other term, provision or condition of the Notes, the First Amended Notes or the Second Amended Notes or any other instrument or agreement referred to therein; or

     (b) prejudice any right or remedy that Collateral Agent or any Holders may now have (except to the extent such right or remedy was based upon existing defaults that

will not exist after giving effect to this Waiver and Consent) or may have in the future under or in connection with the Notes, the First Amended Notes or the Second Amended Notes or any other instrument or agreement referred to therein.

          Except as expressly set forth herein, the terms, provisions and conditions of the Notes and the Transaction Documents (as defined in the Notes) shall remain in full force and effect and in all other respects are hereby ratified and confirmed. The Holders hereby reserve all of their rights under the Notes and the Transaction Documents and the First Amended Notes and the Notes Documents (as defined in the First Amended Notes), and on and after the Effective Time, the Second Amended Notes and the Notes Documents (as defined in the Second Amended Notes) except as specifically set forth in (and subject to the terms and conditions of) this Waiver and Consent.

          Except with respect to, and only to the extent of, the consents and waivers set forth in Sections 1(a) and 1(b), and 1(f) nothing contained herein effects a waiver or qualification or limitation of the Holders’ rights under the Notes or the First Amended Notes or other documents and agreements unless and until the Merger is consummated and the other conditions set forth in Section 5(b) hereof are satisfied on or prior to the Effective Time. If the Effective Time does not occur in accordance with the terms of the Merger Agreement, including in the event the Merger Agreement is terminated for any reason or in the event the Merger is not consummated on or prior to the Walk-Away Date (as such term is defined in the Merger Agreement) as may be extended by the parties in accordance with the terms of the Merger Agreement, or if the other conditions set forth in Section 5(b) hereof shall not have been satisfied on or prior to the Effective Time, the consents and waivers in Section 1, other than those contained in Section 1(a), 1(b) and 1(f), and Section 1(c) (subject to the satisfaction of the conditions in Section 5(c), shall terminate and cease to have any further force and effect. The Holders fully reserve any and all of their rights, remedies and defenses under the Notes and the First Amended Notes and at law or in equity in connection with any termination of the waivers and consents hereunder.

Section 3. COVENANTS

     (b) The Holders covenant and agree that provided (i) no Default or Event of Default with respect to the First Amended Notes, the Second Amended Notes and the other Rollover Financing Documents (as defined in the Merger Agreement) as to which the Company and the Holders are a party shall or will exist as of and immediately after the Effective Time, and (ii) the Issuers shall have delivered to the Holders such satisfactory evidence thereof (including certifications) as is reasonably requested by the Holders, on the Merger Closing Effective Date, the Holders shall, subject to and in reliance on the foregoing provide to Parent, Merger Sub and the Company a certificate that no default and/or event of default exists as of and immediately after the Effective Time with respect to the First Amended Notes, the Second Amended Notes and the other Rollover Financing Documents as to which the Company and the Holders are a party.

Section 4. REPRESENTATIONS AND WARRANTIES

          In order to induce the Holders to enter into this Waiver and Consent, Issuers hereby represent and warrant that as of the date hereof, as of the Optional Conversion Effective Date and as of the Merger Closing Effective Date:

     (a) Power and Authority . The Issuers party thereto have all requisite corporate or limited liability company power and authority to enter into this Waiver and Consent and to enter into and issue the First Amended Notes and the Waiver Warrants, and upon the Effective Time, enter into the Rol