Exhibit 12

FORBEARANCE AGREEMENT AND

FIRST OMNIBUS AMENDMENT TO CREDIT AGREEMENT AND LOAN DOCUMENTS

This FORBEARANCE AGREEMENT AND FIRST OMNIBUS AMENDMENT TO CREDIT AGREEMENT AND LOAN DOCUMENTS (together with the schedules and Exhibits A and B hereto, this “Agreement”) is entered into as of October 29, 2024, by and among the following parties hereto (excluding the parties set forth in clause (e) and clause (f) below, collectively, the “Parties”): (a) Invacare Holdings Corporation (“Holdings”), Invacare Corporation (the “Administrative Borrower”), Invacare International Holdings Corporation (“International Holdings”), and each of Holdings’s undersigned subsidiaries¹ party hereto (the “Guarantors” and, together with Holdings, the Administrative Borrower, and International Holdings, the “Debt Parties”), in each case, as parties to that certain Amended and Restated Credit Agreement, dated as of May 5, 2023 (as amended, supplemented, amended and restated, or otherwise modified from time to time prior to the date hereof in accordance with its terms, the “Existing Credit Agreement” and, as (to be) modified hereby, the “Credit Agreement”), as parties to that certain Indenture, dated as of May 5, 2023, with respect to Holdings’s 7.50% Convertible Senior Secured Notes due 2028, Tranche I (as amended, supplemented, amended and restated, or otherwise modified from time to time prior to the date hereof in accordance with its terms, the “Tranche I Indenture”), and as parties to that certain Indenture, dated as of May 5, 2023, with respect to Holdings’s 7.50% Convertible Senior Secured Notes due 2028, Tranche II (as amended, supplemented, amended and restated, or otherwise modified from time to time prior to the date hereof in accordance with its terms, the “Tranche II Indenture” and, together with the Tranche I Indenture, the “Indentures”); (b) Cantor Fitzgerald Securities, as administrative agent for the Lenders under the Credit Agreement (in such capacity, together with any successor administrative agent, the “Administrative Agent”); (c) GLAS Trust Company LLC, solely in its role as collateral agent for the Lenders under the Credit Agreement (in such capacity, together with any successor collateral agent, the “Collateral Agent” and, together with the Administrative Agent, the “TL Agents” and, together with the trustee and notes collateral agent under the Indentures, the “Agents”); (d) each of the undersigned that are Lenders under the Existing Credit Agreement (the “Lenders”) and/or beneficial holders of the Notes issued under the Indentures (together with such Lenders, collectively, the “Forbearing Lenders” or “Highbridge”), in their respective capacities as such; (e) solely for the purposes of section 10 hereof, the Incremental DDTL Lenders (as hereinafter defined); and (f) solely for the purposes of clause (d) and clause (e) of Schedule 6 hereto, the Ad Hoc Group. The Debt Parties, together with Holdings’ non-Debt Party subsidiaries, are hereinafter referred to as the “Company.”

RECITALS

WHEREAS, the Company anticipates certain sale activities involving its European assets and businesses and North American assets and businesses as more fully described on Exhibit A hereto (respectively, the “European Sale Process” and “North American Sale Process” and, together, the “Sale Process”);

Capitalized terms used but not immediately or otherwise defined herein shall have the meanings ascribed to them elsewhere herein or in the Credit Agreement, as applicable. The rules of interpretation set forth in section 1.03 of the Credit Agreement (except for the last sentence and subclause (d) thereof) shall apply to this Agreement.

WHEREAS, to facilitate the Sale Process, the Debt Parties have requested and the TL Agents (acting at the direction of the Forbearing Lenders in their capacity as Lenders) and the Forbearing Lenders have agreed that:

(a) subject to the Company’s compliance with the terms of this Agreement and the other Debt Documents (other than with respect to the Specified Defaults), the TL Agents and the Forbearing Lenders shall:

(i)

temporarily forbear from accelerating the obligations or otherwise exercising certain rights or remedies (or directing the same) under the Loan Documents or applicable law during the Forbearance Period, notwithstanding any Defaults of the kind set forth on Exhibit B hereto that have occurred and are continuing immediately prior to the Forbearance Effective Date (collectively, the “Current Specified Defaults”); and

(ii)

temporarily forbear from exercising certain rights or remedies (or directing the same) under the Loan Documents or applicable law during the Forbearance Period with respect to International Holdings, its subsidiaries listed on Schedule 3 hereto (collectively, the “Forborne Subsidiaries”), their respective assets, and the Equity Interests held by Holdings in any of them, notwithstanding any Anticipated Specified Defaults;

(b) the Administrative Agent (acting at the direction of the Forbearing Lenders in their capacity as Lenders) and the Forbearing Lenders hereby amend, agree to amend, and direct the amendment of (as applicable), the Credit Agreement and one or more other Loan Documents, in certain respects, in each case, as contemplated hereby; and

(c) subject to the Company’s compliance with the terms of this Agreement and with the other Debt Documents, the Forbearing Lenders agree to:

(i)

temporarily forbear from instructing the trustee under the Indentures to accelerate the obligations or otherwise exercising certain rights or remedies under the Indentures or applicable law during the Forbearance Period, notwithstanding any Current Specified Defaults;

(ii)

temporarily forbear from instructing the trustee and notes collateral agent under the Indentures to exercise certain rights or remedies under the Indentures and Collateral Agreements (as defined in the Indentures) (such Collateral Agreements, together with the Indentures, the “Senior Secured Convertible Notes Documents” and, together with the Indentures and the Loan Documents, the “Debt Documents”) or applicable law during the Forbearance Period with respect to International Holdings, the Forborne Subsidiaries, and their respective assets, and the Equity Interests held by Holdings in any of them, notwithstanding any Anticipated Specified Defaults;

(iii)

not direct the trustee or notes collateral agent to take any action, whether such action is being taken or is proposed to be taken by the trustee or the notes collateral agent in their own discretion or has been requested to be taken by other holders of the Notes, if such action is among those that the Forbearing Lenders have agreed in this Agreement not to take or not to instruct to be taken;

(iv)

if the trustee or notes collateral agent takes, or is requested to or proposes to take, any action inconsistent with this Agreement or any Transaction Document, use commercially reasonable efforts, solely to the extent that the Forbearing Lenders are entitled to do so under the Indentures, to direct and cause the trustee or notes collateral agent to cease, desist, and refrain from taking any such action; and

(v)

consent to the amendment of the Indentures and one or more Collateral Agreements (as defined in the Indentures), in certain respects;

in each case, as contemplated hereby; and

WHEREAS, in furtherance of the foregoing, the Company and certain other parties shall enter into and/or effectuate (or cause to be entered into and/or effectuated) this Agreement, the First Amendment, the Supplemental Indentures, the IP Transfer Agreement, the IP North America License Agreement, the IP Europe License Agreement, the TDX IP License Agreement, the Motion IP License Agreement, the Dolomite IP License Agreement, the Aviva IP License Agreement, the ABL Amendments, the Intercreditor Amendments, the Supplemental Financing, the Preferred Roll-Up, amendments to the Holdings Preferred Equity Documents, amendments to Holdings’s Organizational Documents, certain intercompany transactions to effectuate the foregoing, as disclosed herein or otherwise in writing to counsel to the Forbearing Lenders from and after October 29, 2024, amendments to certain of the Collateral Agreements, and the Mutual Lender Release (the “Initial Transactions” and “Initial Transaction Documents,” as applicable).

NOW, THEREFORE, in consideration of the foregoing, the covenants and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Section 1 Incorporation of Recitals.

The recitals are incorporated into this Agreement, and each of the Debt Parties acknowledges that the recitals set forth above are true and correct in all material respects.

Section 2 Acknowledgments.

(a) Each Debt Party acknowledges and agrees, as of the date first set forth above, and after giving effect to the Initial Transactions as contemplated hereby, that:

(i)

such Debt Party is indebted (whether directly or through guarantees of indebtedness) to the Forbearing Lenders in an aggregate amount equal to (1) the aggregate principal amount of Loans outstanding under the Credit Agreement in an amount equal to approximately $85,000,000, plus (2) the aggregate principal amount of Notes outstanding under the Indentures in an amount equal to approximately $38,975,000, plus (3) accrued and unpaid interest thereon

(including applicable default interest accruing since March 15, 2024) and fees in respect thereof, plus (4) any and all accrued but unpaid reasonable costs and out-of-pocket expenses incurred by the Agents and the Forbearing Lenders in connection with the preparation, negotiation, execution, and delivery of this Agreement, plus (5) any and all accrued but unpaid reasonable costs and out-of-pocket expenses incurred by the Agents and the Forbearing Lenders in connection with the enforcement or protection of their rights or in connection with this Agreement, the Credit Agreement, the Indentures, and the other Debt Documents in connection with the obligations under the Debt Documents or incurred during any workouts, restructuring, refinancing, forbearance, potential sale, or negotiation in respect of such obligations, as and to the extent set forth in the Debt Documents, plus (6) any and all amounts owing to any indemnitees, as and to the extent set forth in the Debt Documents (e.g., section 9.03(b) of the Credit Agreement and section 7.06 of the Indentures), and such amounts are outstanding without defense, offset, or counterclaim, plus (7) any and all accrued but unpaid reasonable amounts under this Agreement (including the Forbearance Fee);

(ii)

the Loan Documents are unchanged and in full force and effect, and the Debt Parties further ratify and affirm the Loan Documents, including any and all Liens and other security interests securing the same, and agree that the Loan Documents and the Liens and security interests securing the same constitute valid and binding obligations and agreements of, and security interests and Liens on, the applicable Debt Parties and the Collateral enforceable by the TL Agents and the Forbearing Lenders, as applicable, against the applicable Debt Parties and their assets in accordance with the terms of the Loan Documents;

(iii)

the Senior Secured Convertible Notes Documents are unchanged and in full force and effect, and the Debt Parties further ratify and affirm the Senior Secured Convertible Notes Documents, including any and all Liens and other security interests securing the same, and agree that the Senior Secured Convertible Notes Documents and the Liens and security interests securing the same constitute valid and binding obligations and agreements of, and security interests and Liens on, the applicable Debt Parties and the Collateral enforceable by the trustee and notes collateral agent under the Senior Secured Convertible Notes Documents and the Holders (as defined in the Indentures), against the applicable Debt Parties and their assets in accordance with the terms of the Senior Secured Convertible Notes Documents;

(iv)

the Forbearing Lenders and Agents have not waived, released, or compromised, and do not hereby waive, release, or compromise, any events, occurrences, acts, or omissions that may constitute or give rise to any Defaults (as defined in the Credit Agreement and/or the Indentures, as applicable), including the Specified Defaults and any Events of Default (as defined in the Credit Agreement and/or the Indentures, as applicable) that existed or may have existed, exist or may presently exist, or may arise in the future, nor does any Forbearing Lender or Agent waive any rights or remedies that may be available to it under the Debt Documents or applicable law;

(v)

subject to section 3(b)(x) hereof, the Forbearing Lenders have not waived, released, or compromised, and do not hereby waive, release, or compromise, for any period, their right to receive any additional interest (including applicable default interest), payment, or premium under the Indentures as a result of the Specified Defaults, or their rights under the Indentures upon the occurrence of a Fundamental Change or Make-Whole Fundamental Change (each as defined in the Indentures) as a result of any of the transactions contemplated by this Agreement;

(vi)

the Events of Default listed on Exhibit B hereto have occurred and are continuing;

(vii)

upon the occurrence and during the continuance of a breach that is an Event of Default of the nature of the Current Specified Defaults, the Administrative Agent would be required, at the request of the Required Lenders, by notice to the Administrative Borrower and Holdings (which may be delivered via email by and to counsel in addition to the notice required herein and pursuant to the Credit Agreement and the Indentures), to declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest (including applicable default interest) thereon and all fees and other obligations of the Administrative Borrower accrued under the Credit Agreement, would become due and payable immediately, in each case, without presentment, demand, protest, or other notice of any kind;

(viii)

the consummation of each Potential Insolvency Proceeding, if any, would be an Event of Default under section 7.01(i) of the Credit Agreement and section 6.01(k) of the Indentures (the “Anticipated Bankruptcy Defaults” and, together with any Defaults that occur subsequent to the date hereof under section 3.04(c) of the Credit Agreement (as made applicable by section 7.01(e) of the Credit Agreement) (provided, however, that to the extent that each of the TL Agents and the Forbearing Lenders consent thereto in any cash collateral order acceptable to the Forbearing Lenders in a Potential Insolvency Proceeding, Liquidity less than the minimum threshold shall not be a Forbearance Termination Event and shall be deemed an Anticipated Specified Default hereunder) (to the extent that such default is caused solely by a Potential Insolvency Proceeding and solely with respect to the Administrative Borrower and/or its subsidiaries) or section 5.01(a) of the Credit Agreement (solely with respect to a “going concern” or like qualification or exception) (as made applicable by section 7.01(e) of the Credit Agreement), the “Anticipated Specified Defaults” and, together with the Current Specified Defaults, the “Specified Defaults”);

(ix)

upon the occurrence and during the continuance of a breach that is an Event of Default of the nature of an Anticipated Bankruptcy Default, the principal of the Loans then outstanding, together with accrued interest thereon (including applicable default interest) and all fees, premiums, and other obligations of the Administrative Borrower accrued under the Credit Agreement, shall immediately and automatically become due and payable, in each case, without presentment, demand, protest, or other notice of any kind;

(x)

upon the occurrence and during the continuance of a breach that is an Event of Default of the nature of an Anticipated Bankruptcy Default, the principal of all Notes together with any accrued interest thereon (including applicable default interest), shall become and shall automatically be immediately due and payable; and

(xi)

upon the occurrence and during the continuance of a breach that is an Event of Default of the nature of any of the Anticipated Specified Defaults, certain of the Agents, acting at the direction of the Required Lenders or Required Holders (as defined in the Indentures), as applicable, would be entitled to, inter alia, take any action with respect to any of the Collateral set forth in any of the Collateral Agreements or Collateral Documents (as defined in the Indentures), including taking possession of any Pledged Collateral (as defined in the U.S. Collateral Agreement).

Section 3 Forbearance; Consents; Forbearance Period.

(a) As of the Forbearance Effective Date, in reliance upon the representations, warranties, and covenants of the Debt Parties contained in this Agreement and the other Initial Transaction Documents, except as set forth in sections 2(a)(v) and 4(h) hereof, (i) each TL Agent (pursuant to the instructions in section 26 hereof) and each Forbearing Lender agrees to forbear (this “Forbearance”), solely during the Forbearance Period, (1) from exercising (or causing to be exercised) any of its rights and remedies under the Debt Documents and applicable law arising solely as a result of the occurrence or continuance of a Current Specified Default and (2) from exercising (or causing to be exercised) any of its rights and remedies under the Debt Documents and applicable law against International Holdings, and the Forborne Subsidiaries, and their respective assets, and the Equity Interests held by Holdings in any of them, arising solely as a result of the occurrence or continuance of an Anticipated Specified Default² and (ii) each Forbearing Lender (solely in its capacity as a beneficial holder of the Notes issued under the Indentures) agrees (1) to not direct the trustee or notes collateral agent to take any action, whether such action is being taken or is proposed to be taken by the trustee or the notes collateral agent in their own discretion or has been requested to be taken by other holders of the Notes, if such action is among those that the Forbearing Lenders have agreed in this Agreement not to take or not to instruct to be taken, and (2) that, if the trustee or notes collateral agent takes, or is requested to take or proposes to take, any action inconsistent with this Agreement or any Transaction Document,

²	For the avoidance of doubt, an Anticipated Bankruptcy Default shall result in the automatic acceleration of the obligations under the Debt Documents, pursuant to their terms, and nothing about such automatic acceleration is or is intended to be modified by this Agreement.

the Forbearing Lenders shall use commercially reasonable efforts, solely to the extent that the Forbearing Lenders are entitled to do so under the Indentures, to direct and cause the trustee or notes collateral agent to cease, desist, and refrain from taking any such action and agrees to provide the trustee and notes collateral agent with an indemnity and/or prefunding in relation to any such actions in this regard. The Debt Parties acknowledge and agree that except to the extent specifically set forth in this section 3(a) and the other Initial Transaction Documents, no other terms, covenants, or provisions of the Credit Agreement, Indentures, or any other Debt Document are intended to (or shall) be affected hereby, all of which remain in full force and effect, unaffected.

(b) As of the Forbearance Effective Date, in reliance upon the representations, warranties, and covenants of the Debt Parties contained in this Agreement and the other Initial Transaction Documents, and upon the terms and subject to the conditions of this Agreement, each Forbearing Lender (solely in its capacity as a Lender under the Credit Agreement, and not as beneficial holders of the Notes issued under the Indentures) and pursuant to the instructions and directions from each Forbearing Lender under section 26 of this Agreement, each TL Agent consents to the following (each, a “Consent”):

(i)

the transfer of the Acquired Rights (as defined in the IP Transfer Agreement) from the Administrative Borrower to International Holdings, on the terms set forth in the Trademark Acquisition Agreement (as amended) attached hereto as Exhibit C (collectively, the “IP Transfer Agreement”), which IP Transfer Agreement shall be in form and substance reasonably acceptable to the Forbearing Lenders, and so long as all Liens and security interests that secure the obligations owed to the Forbearing Lenders and the Agents under the Debt Documents with respect to the Acquired Rights remain intact and are not in any way diminished (including with respect to the date upon which such security interests were granted) or otherwise abridged by such transfer, and so long as the consideration provided thereunder is reasonably acceptable to the Forbearing Lenders (the “IP Transfer”);

(ii)

the license of the Licensed Marks (as defined in the IP North America License Agreement) (collectively, the “NA Licensed Marks”) from International Holdings to the Administrative Borrower and its Affiliates (as defined in the IP North America License Agreement), on the terms set forth in the Trademark License Agreement (as amended) attached hereto as Exhibit D (the “IP North America License Agreement”), which IP North America License Agreement shall be in form and substance reasonably acceptable to the Forbearing Lenders, and so long as all Liens and security interests that secure the obligations owed to the Forbearing Lenders and the Agents under the Debt Documents with respect to the NA Licensed Marks remain intact and are not in any way diminished (including with respect to the date upon which such security interests were granted) or otherwise abridged by such license (the “IP NA License”);

(iii)

the license of the Licensed Marks (as defined in the IP Europe License Agreement) (collectively, the “EMEA Licensed Marks”) from International Holdings to Invacare Holdings Two B.V. and the Licensee Affiliates (as defined in the IP Europe License Agreement), on the terms set forth in the Trademark License Agreement attached hereto as Exhibit E (the “IP Europe License Agreement”), which IP Europe License Agreement shall be in form and substance reasonably acceptable to the Forbearing Lenders, and so long as all Liens and security interests that secure the obligations owed to the Forbearing Lenders and the Agents under the Debt Documents with respect to the EMEA Licensed Marks remain intact and are not in any way diminished (including with respect to the date upon which such security interests were granted) or otherwise abridged by such license, and so long as the consideration provided thereunder is reasonably acceptable to the Forbearing Lenders (the “IP Europe License”);

(iv)

the license of the Licensed Proprietary Rights (as defined in the TDX IP License Agreement and collectively, the “TDX IP”) from the Administrative Borrower to Invacare International GmbH, on the terms set forth in the License Agreement attached hereto as Exhibit F (the “TDX IP License Agreement”), which TDX IP License Agreement shall be in form and substance reasonably acceptable to the Forbearing Lenders, and so long as all Liens and security interests that secure the obligations owed to the Forbearing Lenders and the Agents under the Debt Documents with respect to the TDX IP remain intact and are not in any way diminished (including with respect to the date upon which such security interests were granted) or otherwise abridged by such license, and so long as the consideration provided thereunder is reasonably acceptable to the Forbearing Lenders (the “TDX IP License”);

(v)

the license of the Licensed Proprietary Rights (as defined in the Motion IP License Agreement and collectively, the “Motion IP”) from Motion Concepts L.P. to Invacare International GmbH, on the terms set forth in the License Agreement attached hereto as Exhibit G (the “Motion IP License Agreement”), which Motion IP License Agreement shall be in form and substance reasonably acceptable to the Forbearing Lenders, and so long as all Liens and security interests that secure the obligations owed to the Forbearing Lenders and the Agents under the Debt Documents with respect to the Motion IP remain intact and are not in any way diminished (including with respect to the date upon which such security interests were granted) or otherwise abridged by such license, and so long as the consideration provided thereunder is reasonably acceptable to the Forbearing Lenders (the “Motion IP License”);

(vi)

the license of the Licensed Proprietary Rights (as defined in the Dolomite IP License Agreement and collectively, the “Dolomite IP”) from Invacare Holding Two AB to the Administrative Borrower, on the terms set forth in the License Agreement attached hereto as Exhibit H (the “Dolomite IP License Agreement”), which Dolomite IP License Agreement shall be in form and substance reasonably acceptable to the Forbearing Lenders, and so long as all Liens and security interests that secure the obligations owed to the Forbearing Lenders and the Agents under the Debt Documents with respect to the Dolomite IP remain intact and are not in any way diminished (including with respect to the date upon which such security interests were granted) or otherwise abridged by such license (the “Dolomite IP License”);

(vii)

the license of the (A) Licensed Proprietary Rights (as defined in the Aviva IP License Agreement and collectively, the “Aviva IP”) from the Administrative Borrower to Invacare International GmbH and (B) Licensed Marks (as defined in the Aviva IP License Agreement and collectively, the “Aviva Marks”) from Invacare International GmbH to the Administrative Borrower, in each case, on the terms set forth in the Cross License Agreement attached hereto as Exhibit I (the “Aviva IP License Agreement”), which Aviva IP License Agreement shall be in form and substance reasonably acceptable to the Forbearing Lenders, and so long as all Liens and security interests that secure the obligations owed to the Forbearing Lenders and the Agents under the Debt Documents with respect to the Aviva IP and the Aviva Marks remain intact and are not in any way diminished (including with respect to the date upon which such security interests were granted) or otherwise abridged by such license (the “Aviva IP License”);

(viii)

[Reserved];

(ix)

the provision of the Supplemental Financing and Preferred Roll-Up in exchange for the cancellation of certain Holdings Preferred Equity Interests;

(x)

during the Forbearance Period, not to exercise its rights under section 15.02(b) of the Indentures to effectuate a repurchase of its Notes or section 15.04 of the Indentures to require a deposit in connection with any such repurchase;³

(xi)

effectuation of amendments to the Holdings Preferred Equity Documents, which shall be in form and substance reasonably acceptable to the Forbearing Lenders;

(xii)

the opening of one new deposit account for Holdings at PNC Bank, N.A., and the opening of one new deposit account for International Holdings at PNC Bank, N.A., which consent is expressly provided subject to the conditions that (A) within 60 days of the Forbearance Effective Date (or such later date as the Lenders may agree in their sole and absolute discretion), each such deposit account shall be subject to an account control agreement in favor of each of the Agents as secured parties, in form and substance reasonably satisfactory to the Lenders (or their counsel) and the Collateral Agent, with the Collateral Agent serving as the “controlling secured party” thereunder at all times prior to the Termination Date and (B) no cash or other assets shall be deposited or otherwise held in any such deposit account (other than a de minimis amount constituting the minimum balance required by PNC Bank, N.A. to be maintained in each such deposit account) at any time prior to the date that an account control agreement (in accordance with the immediately preceding clause (A)) is in effect with respect to such deposit account;

³	For the avoidance of doubt, the Consents in this section 3(b)(x) shall not apply to the TL Agents.

(xiii)

the payment of the Loan Repayment Bonus, the Additional Service Bonus, and any other compensation or other entitlements (each as defined in that certain Amended and Restated Non-Employee Director Compensation Policy of Holdings) to each non-employee director pursuant and subject to the terms, priorities, and other conditions of that certain Amended and Restated Non-Employee Director Compensation Policy of Holdings as in effect on the date hereof (without any further modification, amendment, or revision, even if such modifications, amendments, or revisions are contemplated under the terms of such Amended and Restated Non-Employee Director Compensation Policy of Holdings), it being understood that to the extent of any inconsistency between this section 3(b)(xiii) and the Debt Documents, this section 3(b)(xiii) shall govern (and any further modification, amendment, or revision to the Amended and Restated Non-Employee Director Compensation Policy of Holdings shall require further consent of Agents and Lenders);

(xiv)

the payment of the Award and Severance Payment (each as defined in the Invacare International Holdings Corp. Transaction Incentive Award Agreement, by and among Geoff Purtill, International Holdings, and Holdings (the “Purtill Award Agreement”)) to Geoff Purtill pursuant and subject to the terms, priorities, and other conditions of the Purtill Award Agreement as in effect on the date hereof (without any modification, amendment, or revision, even if such modifications, amendments, or revisions are contemplated under the terms of the Purtill Award Agreement), it being understood that to the extent of any inconsistency between this section 3(b)(xiv) and the Loan Documents, this section 3(b)(xiv) shall govern (and any further modification, amendment, or revision to the Purtill Award Agreement and/or the addition of any participants to share in the Bonus Pool (as defined in the Purtill Award Agreement) shall require further consent of the Agents and Lenders); and

(xv)

the advancement of the Supplemental Financing by certain of the ABL Lenders and the occurrence of the Preferred Roll-Up regarding all of the ABL Lenders and the waiver hereby by the TL Agents (acting at the direction of the Forbearing Lenders in their capacity as Lenders) and the Forbearing Lenders of the five-Business-Day notice period set forth in the definition of Required Additional Debt Terms with respect thereto.

(c) The “Forbearance Period” shall commence on the Forbearance Effective Date and shall terminate immediately and automatically upon the earlier of (i) the date on which all obligations under the Credit Agreement, the Indentures, this Agreement, and all other Debt Documents, in each case, owed to the Forbearing Lenders (including in their capacities as beneficial holders of the Notes issued under the Indentures), Davis Polk, McDermott Will & Emery UK LLP, Baker McKenzie Switzerland AG, and the Agents (including counsel to the Agents) are paid in full in cash in accordance with the terms hereof and thereof and (ii) the date of occurrence of any Forbearance Termination Event (subject to section 3(d) hereof) (any such date set forth in (i) or (ii), the “Forbearance End Date”).

(d) Upon the occurrence of any Forbearance Termination Event, and upon three business days’ notice of such Forbearance Termination Event (pursuant to the Credit Agreement) (the “Termination Notice Period”), and upon the continuation of such Forbearance Termination Event after the expiration of Termination Notice Period without cure by the Debt Parties, the Forbearance Period shall immediately end without the requirement of any further demand, presentment, protest, notice, or other action of any kind (other than as provided in Schedule 1 hereto), all of which the Debt Parties waive and, subject to the terms of the Debt Documents, each Agent and Forbearing Lender shall be free in its sole and absolute discretion, without limitation, to proceed to enforce any or all of its rights and remedies available under the Debt Documents and/or applicable law, for example, with respect to any Specified Default; provided, that the Forbearance Period shall immediately end, and no Termination Notice Period shall apply, upon the occurrence of any of the Forbearance Termination Events set forth in clauses (a), (c), (f)–(j), and (m)–(o) of Schedule 1 hereto.

(e) The occurrence of any of the events or circumstances set forth on Schedule 1 hereto shall constitute a termination event with respect to this Agreement (each, a “Forbearance Termination Event”).

(f) This Agreement is limited in nature and, unless explicitly stated to the contrary, nothing contained herein is intended, or shall be deemed or construed, to (i) constitute a waiver of any future Defaults or Events of Default or compliance with any term or provision of the Debt Documents or applicable law or (ii) establish a custom or course of dealing between the Debt Parties, on the one hand, and the Agents and/or any Lender or Holder, on the other hand.

(g) If the Forbearance End Date occurs in accordance with section 3(c)(i) hereof, the Forbearances shall be void from that date forward and of no further legal effect, but each of the Consents and any consent provided in accordance with section 7(b) hereof shall continue to be of legal effect. If, however, a Forbearance Termination Event occurs, the Forbearances and any consent provided in accordance with section 7(b) hereof shall be void ab initio, but each of the Consents shall continue to be of legal effect. In such event, no Agent or Forbearing Lender shall be held liable for any actions or omissions taken in reliance on any of the Forbearance, Consents, Initial Transactions, or Initial Transaction Documents, and the Debt Parties shall indemnify and hold harmless the Agents and Forbearing Lenders for any claims arising in connection therewith.

In furtherance of the foregoing, and notwithstanding the occurrence of the Forbearance Effective Date, each Debt Party acknowledges and confirms that, subject to the terms of this Agreement, all rights and remedies of the Agents, Lenders, and Forbearing Lenders (including in their capacities as beneficial holders of the Notes issued under the Indentures) under the Debt Documents and applicable law with respect to the Debt Parties shall continue to be available to the Agents, Lenders, and Forbearing Lenders (including in their capacities as beneficial holders of the Notes issued under the Indentures). For the avoidance of doubt, nothing herein shall impair, waive, abridge, limit, or otherwise modify the rights of the Agents, Lenders, or Forbearing Lenders (including in their capacities as beneficial holders of the Notes issued under the Indentures) under the Debt Documents and applicable law regarding and in any Insolvency or Liquidation Proceeding (including the rights to (i) consent or withhold consent to the use of cash collateral, (ii) consent or withhold consent to any debtor-in-possession financing, and (iii) credit bid), which rights shall remain in full force and effect.

(h) The Parties agree that the running of all statutes of limitation and the doctrine of laches applicable to all claims or causes of action that any Agent, Lender, and Forbearing Lenders (including in their capacities as beneficial holders of the Notes issued under the Indentures) may be entitled to take or bring in order to enforce its rights and remedies against the Debt Parties are, to the fullest extent permitted by law, tolled and suspended during the Forbearance Period.

Section 4 Covenants.

(a) During the Forbearance Period, each Debt Party shall comply with all obligations, limitations, restrictions, or prohibitions that would otherwise be effective or applicable under this Agreement (including, for the avoidance of doubt, by conducting the Sale Process in accordance with the terms hereof), the Credit Agreement, the Indentures, and all other Debt Documents, including during the continuance of any Default or Event of Default.

(b) No less frequently than once per calendar week (unless otherwise agreed to by Highbridge), the Company shall convene appropriate (as determined by Highbridge in its reasonable discretion) representatives of the Company, or the special committee of the board of Holdings (such committee, as constituted on the date hereof, the “Special Committee”) for a telephone call with Highbridge to provide an update (in form and detail reasonably satisfactory to Highbridge) on the Sale Process and any other strategic alternatives under consideration with respect to restructuring options and liquidity solutions across the Company’s entire business. Highbridge shall provide the Company with three days’ notice in connection with any request for the Company’s advisors (the “Company Advisors”) to participate in such calls.

(c) Notwithstanding any other provision of the Credit Agreement or the Indentures, during the Forbearance Period, without the express written consent of the Forbearing Lenders, each Debt Party shall not and shall cause each of its subsidiaries not to allow any Forbearance Termination Event to occur.

(d) The Company shall promptly (but in no event later than ten Business Days after delivery of an invoice therefor) pay all actual, reasonable, and documented fees and expenses incurred on behalf of the Agents (other than the Administrative Agent) or Highbridge by Davis Polk in connection with the Credit Agreement, the Indentures, this Agreement, the other Debt Documents, any Sale Agreement, any Sale Process, any sale, any Insolvency or Liquidation Proceeding (including any Potential Insolvency Proceeding), and any other Initial Transactions or Initial Transaction Documents. For the avoidance of doubt, this section 4(d) is in addition to, and shall in no way narrow or limit, any and all expense reimbursement or similar provisions in the Debt Documents.

(e) Any Observer (as defined in that certain Board Observer Agreement by and between Holdings and Highbridge, dated May 5, 2023) shall be (i) entitled to attend all formal meetings (including telephonic meetings) of the Special Committee and receive all related materials of the Special Committee (including copies of all notices, minutes, consents, and all other materials or information (financial or otherwise) that are provided to the Special Committee

members, including any proposed written consents, and exhibits and annexes to any such materials with respect to any action proposed to be taken by the Special Committee), at the same time and in the same manner as such information is delivered to the Special Committee and (ii) authorized to disclose the content of the meetings and the related materials to Highbridge. Notwithstanding anything to the contrary in the Organizational Documents of any Debt Party, the Special Committee shall only make material decisions in respect of the Sale Processes or in connection with any potential Insolvency or Liquidation Proceeding at a formal meeting (including a telephonic meeting) that the Observer has been invited to attend on reasonable notice.

(f) [Reserved]

(g) Each Debt Party shall not and shall cause each of its subsidiaries not to transfer or recover value from Holdings, International Holdings, the Forborne Subsidiaries, or their respective assets for the benefit of the Administrative Borrower and/or its subsidiaries, including, in each case, in any Insolvency or Liquidation Proceeding of the Company; provided, however, the payment in accordance with Section 2.03(c)(i) of the ABL North America Credit Agreement is permitted at any time; provided, further, that solely prior to the commencement any Insolvency or Liquidation Proceeding of the Company, the Debt Parties may transfer funds and assets from and to Holdings, International Holdings, or the Forborne Subsidiaries for the benefit of the Administrative Borrower and/or its subsidiaries so long as such transfer (i) is made pursuant to a documented intercompany loan and the TL Agents have been granted a valid and perfected Security Interest thereon; (ii) has been consented to in any of sections 3(b)(i)–(ix) hereof; or (iii) is with respect to any debt arrangement, corporate reorganization, or other intercompany transaction previously disclosed to the Forbearing Lenders and Davis Polk in writing (which disclosure must explicitly disclose the date by which the Forbearing Lenders must object pursuant to this subclause (iii)), and to which the Forbearing Lenders do not object in writing within three business days (and the TL Agents have been granted a valid and perfected Security Interest thereon), it being understood and agreed that the following intercompany transactions and transfers have been disclosed, and the Forbearing Lenders have not objected within three business days: (1) the transfer, offset, contribution, and/or write-off of €64,630,000 of intercompany debt at the Administrative Borrower through an assumption of debt by Invacare Holdings Corporation; (2) the IP Transfer Agreement (though, for the avoidance of doubt, the consideration thereunder has not yet been disclosed to, or consented to by, the Forbearing Lenders); (3) the IP North America License Agreement; (4) the IP Europe License Agreement; (5) the TDX IP License Agreement; (6) the Motion IP License Agreement (though, for the avoidance of doubt, the consideration under each of the IP Europe License Agreement, the TDX IP License Agreement, and the Motion IP License Agreement has not yet been disclosed to, or consented to by, the Forbearing Lenders); (7) the Dolomite IP License Agreement; (8) the Aviva IP License Agreement; (9) the repatriation of cash from Invacare Holdings S.a.r.l. to the Administrative Borrower in the ordinary course of business through par value reduction in the convertible preferred equity certificates held by Invacare Holdings C.V.; (10) the transfer of one share of Invacare Thailand owned by Invamex Holdings LLC to Holdings; and (11) the transfer and subsequent potential cancellation of ten shares of Common Equity of Holdings owned by the Administrative Borrower to Holdings.

(h) Notwithstanding the Forbearance and any other provision in this Agreement, interest on all principal and interest (including, for the avoidance of doubt, default interest payable at the Default Rate pursuant to section 2.13(d) of the Credit Agreement) with regard to the Loans and all amounts payable under the Loan Documents shall continue to accrue and be payable, in each case, assuming that the Specified Defaults have occurred and are continuing. The aggregate amount of accrued and unpaid default interest accruing beginning on August 6, 2024 shall be paid in kind on each applicable Interest Payment Date occurring during the Forbearance Period by capitalizing such amount and adding it to the then-outstanding principal amount of the Loans. This section 4(h) shall serve as the direction to the Administrative Agent to apply the Default Rate as required by section 2.13(d) of the Credit Agreement.

(i) The Forbearing Lenders will reasonably cooperate with the Company to amend this Agreement to permit structural modifications for the purpose of tax efficiency with respect to the Company, so long as such modifications do not adversely affect Highbridge’s rights and remedies (including any economic terms or benefits in favor of Highbridge) as determined by Highbridge in its sole and absolute discretion.

Section 5 Information and Financial Data.

(a) The Company shall provide the Forbearing Lenders by no later than 5:00 p.m. (prevailing Eastern Time) on the Friday of each week during the Forbearance Period (i) a cash variance report showing receipts and disbursements for each of the two previous weeks and (ii) a report showing actual and current balances in any and all bank accounts (each such report, an “Account Balance Report”). The Company shall provide to the Forbearing Lenders within 30 days after the end of each calendar month for Holdings and its domestic subsidiaries and within 60 days after the end of each calendar month for Holdings and its foreign subsidiaries, unaudited consolidated and consolidating balance sheets for Holdings and its subsidiaries as at the end of such calendar month, and the related consolidated and consolidating statements of income or operations, shareholders’ (or members’) equity, and cash flows for such calendar month and the portion of the calendar year then ended (setting forth, in each case in comparative form, the figures for the corresponding portion of the previous calendar year), all in reasonable detail (and in each case, with detail by operating region, including North American operations and European operations) (the “Monthly Reporting”).

(b) On every second Friday of each month and every last Friday of each month, on or before 5:00 pm (prevailing Eastern Time) on such Friday, the Company shall prepare and deliver to the Forbearing Lenders, for review and approval by the Forbearing Lenders, an updated week-by-week operating budget for the then subsequent month (each, a “Budget” and, once approved as set forth below, the “Approved Budget”), which shall reflect the Company’s good-faith projection for the Administrative Borrower and its respective subsidiaries of (i) all weekly receipts (including from asset sales) and expenditures (including ordinary course operating expenses and any other fees and expenses related to the Loan Documents) in connection with the operation of their businesses, (ii) weekly disbursements, and (iii) net cash flow, in each case, for such month. Together with delivery of the Budget, the Company shall provide the Forbearing Lenders a variance report (“Variance Report”) in a form and substance reasonably acceptable to the Forbearing Lenders, comparing the actual receipts, disbursements, and net cash flow for such month through the immediately preceding week compared to the Approved Budget, both in dollar ($) and percentage (%) figures and an explanation of the variance. Each week promptly after the delivery of the Variance Report, the Administrative Borrower’s senior management and financial

professionals shall review the Variance Report in detail during a telephonic conference with the Forbearing Lenders. If the proposed Budget was timely delivered and contains the requisite information, the Forbearing Lenders shall have until 2:00 p.m. (prevailing Eastern Time) on the first Business Day of the following week to review any Budget after which time such Budget shall become an Approved Budget for all purposes hereunder; provided, no such Budget shall become an Approved Budget if reasonably objected to in writing (which may include email) during the review period by the Forbearing Lenders.

(c) The Company agrees to provide the Forbearing Lenders by no later than 5:00 p.m. (prevailing Eastern Time) on every second Friday of each month and every last Friday of each month, beginning with the week of October 14, 2024, during the Forbearance Period (i) an updated 13-week statement of projected receipts and disbursements (each such statement, a “Rolling 13-Week Cash Flow Forecast”) and (ii) a variance report showing the variance between actual receipts and disbursements through the prior two weeks and the immediately prior Rolling 13-Week Cash Flow Forecast.

Section 6 Insolvency Proceeding.

(a) In connection with any Insolvency or Liquidation Proceeding (including any Potential Insolvency Proceeding) of Holdings or any of its subsidiaries commenced after the date hereof, any and all applicable Definitive Documents (which shall be defined to comprise any and all documents in any Insolvency or Liquidation Proceeding that are substantially similar to the Definitive Documents set forth in the RSA or are otherwise material to such proceeding (as may ultimately be defined and set forth in a new restructuring support agreement), and/or their non-U.S. equivalent for any Insolvency or Liquidation Proceeding commenced outside the U.S.) shall be, in form and substance, reasonably acceptable to the Forbearing Lenders.

(b) In connection with, or in contemplation of, any potential or actual Insolvency or Liquidation Proceeding of the Company commenced after the date hereof, any and all restructuring support agreements, transaction support agreements, lock-up agreements, or other similar agreements shall be, in form and substance, reasonably acceptable to the Forbearing Lenders.

(c) In any Insolvency or Liquidation Proceeding of the Company, the debtor in such proceeding shall, in good faith, seek relief from the bankruptcy court on a “first-day basis” to affirm and/or approve the agreements and other covenants of the Company set forth herein (including section 14 hereof), and such request shall be in form and substance reasonably acceptable to the Forbearing Lenders.

Section 7 Representations and Warranties.

(a) Each of the Debt Parties hereby represents and warrants to the Agents and the Forbearing Lenders that, as of the date hereof and after giving effect to the Initial Transactions as contemplated hereby:

(i)

the execution, delivery, and performance of this Agreement and the other Initial Transaction Documents by each of the applicable Debt Parties has been duly authorized by all necessary corporate, limited liability company, or limited partnership (as applicable) actions on the part of each Debt Party and do not

and will not (1) violate (A) any provision of any law or any governmental rule or regulation applicable to the Debt Parties, (B) any of the Company’s Organizational Documents, (C) any order, judgment, or decree of any court or other agency of government binding on the Company, or (D) any mortgage, deed of trust, lease, agreement, or other instrument to which any Debt Party is a party or by which any Debt Party or any of their respective property is bound; (2) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any of the Company’s contractual obligations; (3) result in or require the creation or imposition of any Lien upon any property of any Debt Party (other than any Permitted Liens); or (4) require any approval or consent of stockholders, members, partners, or of any other Person, except for such approvals or consents which have been obtained and are in full force and effect;

(ii)

the execution, delivery, and performance by the Debt Parties of this Agreement, the Initial Transaction Documents, and the consummation of the Initial Transactions (excluding, for the avoidance of doubt, any Sale) do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority, except for (1) the registrations, consents, approvals, notices, or other actions which have been duly obtained, taken, given, or made and are in full force and effect and (2) registrations, consents, approvals, notices, or other actions required by securities, regulatory, or applicable law in connection with an exercise of remedies;

(iii)

each representation and warranty made by any Debt Party set forth in the Credit Agreement (other than, solely with respect to the Administrative Borrower and its subsidiaries, the representation set forth in section 3.14 of the Credit Agreement) or in any other Debt Document is true and correct in all respects as of the date hereof with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to earlier dates, in which case they shall be true and correct in all respects as of such earlier date and each agreement and covenant in the Credit Agreement, Indentures, or in any other Debt Document is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof;

(iv)

no Default or Event of Default has occurred or is continuing, except for the Current Specified Defaults;

(v)

no Material Indebtedness is currently in default, other than the Current Specified Defaults;

(vi)

the Credit Agreement, Indentures, and all other Debt Documents are legal, valid, and binding obligations of such Debt Parties enforceable against such parties in accordance with their respective terms, except as the enforcement thereof may be subject to (1) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors’ rights generally and (2) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law);

(vii)

there are no unsecured claims (including environmental claims) against any of the Debt Parties other than those arising in the ordinary course of business, those claims in pending litigation or contested matters in a public forum, or otherwise previously disclosed to the Forbearing Lenders in writing;

(viii)

the occurrence of the Specified Defaults has not and will not trigger cross defaults with respect to any Material Indebtedness of the Company;

(ix)

each subsidiary of Holdings, other than the Administrative Borrower and International Holdings is explicitly named on either Schedule 2, 3, or 4 hereto; and

(x)

the amounts owed by the Company set forth in clause (b) of Schedule 5 hereto are reasonable, documented, and actual, the Company shall not dispute such fees or its obligation to pay them, and such fees shall be necessary to adequately protect Highbridge’s secured interests in the event of any Potential Insolvency Proceeding.

(b) Each Forbearing Lender hereby represents and warrants to the Debt Parties that, solely in connection with any North American Sale to be consummated pursuant to a Sale Agreement executed prior to the commencement of a Potential Insolvency Proceeding by a Potential Debtor, it intends to consent (and will not unreasonably withhold such consent) and will direct the Administrative Agent to consent to any North American Sale that is the product of the Sale Process conducted in accordance with this Agreement and hereby represents that it will not, during the Forbearance Period, seek a consent fee in connection with any such North American Sale (unless expressly provided for herein), in each case, so long as:

(i)

the Sale Process has been conducted in accordance with the terms hereof;

(ii)

such North American Sale and the applicable Sale Agreement each comply with the terms hereof; and

(iii)

the Special Committee, in good faith, approves such North American Sale and determines, taking into account the facts and circumstances in the Special Committee’s reasonable discretion, that (1) the consideration from such North American Sale is the best option available to the Company, (2) such North American Sale is reasonable based on the circumstances, (3) such North American Sale will not impair or otherwise prevent the Company from maximizing the value of the assets being marketed as part of the European Sale Process, and (4) the allocation of proceeds from such North American Sale is consistent and compliant with the Intercreditor Agreements.

Section 8 Conditions to Effectiveness of this Agreement.

(a) This Agreement and the First Amendment shall become effective (the date of such effectiveness being referred to herein as the “Forbearance Effective Date”) upon satisfaction or waiver of each of:

(i)

execution of this Agreement and the First Amendment by the TL Agents, the Forbearing Lenders, and the Debt Parties and delivery of the same to the TL Agents;

(ii)

execution of the Supplemental Indentures and delivery of the same to the Agents and the Forbearing Lenders, and such Notes Amendments have taken effect in accordance with their terms;

(iii)

amendments to the ABL North America Credit Documents (the “ABL Amendments”), in the form executed and delivered on the date hereof, reflecting, among other things, the additional incurrence of no less than $4.48 million of Indebtedness under the ABL North America Credit Agreement to be provided by the ABL Lenders on the Forbearance Effective Date (the “Supplemental Financing”), the conversion of certain Holdings Preferred Equity Interests into an amount of unsecured and subordinated ABL North America Obligations (the “Preferred Roll-Up”), and forbearances and consents by the lenders under the ABL North America Credit Documents (collectively, the “ABL Lenders”) (the “ABL Forbearances and Consents”), in each case as set forth therein and in accordance with the ABL North America Intercreditor Agreement, as amended in accordance herewith;

(iv)

the Intercreditor Agreements have each been amended (each, an “Intercreditor Amendment”) so as to permit or otherwise facilitate the Initial Transactions, and such amendments have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms;

(v)

[Reserved]

(vi)

the Holdings Preferred Equity Documents, in form and substance reasonably acceptable to the Forbearing Lenders, have become effective in accordance with their terms, and have been delivered to the Parties hereto;

(vii)

International Holdings becomes a co-Administrative Borrower under the Credit Agreement;

(viii)

the IP Transfer, IP NA License, IP Europe License, TDX IP License, Motion IP License, Dolomite IP License, and Aviva IP License have occurred on terms reasonably acceptable to the Forbearing Lenders;

(ix)

entry by the applicable Forbearing Lenders and the Ad Hoc Group into the mutual release agreement attached hereto as Exhibit J (the “Mutual Lender Release”);

(x)

delivery by the Debt Parties of any and all updated perfection certificates and other security documents required under the Credit Agreement, Indentures, and any of the Company’s other Material Indebtedness;

(xi)

the other Initial Transaction Documents, each being in form and substance reasonably acceptable to the Forbearing Lenders, shall have been executed by the parties thereto, delivered to the Parties hereto, and have taken effect in accordance with their terms;

(xii)

the other Initial Transactions, each being on terms reasonably acceptable to the Forbearing Lenders, shall have been effectuated;

(xiii)

Highbridge and Davis Polk shall have received access to any and all datarooms used by the Company and/or its Related Parties in the Sale Process to provide prospective buyers with diligence or other marketing materials;

(xiv)

payment by the Administrative Borrower to the Administrative Agent for the benefit of each Forbearing Lender in the manner and amount set forth in clause (a) of Schedule 5 hereto (the “Forbearance Fee”);

(xv)

payment to the parties and in the amounts set forth in clause (b) of Schedule 5 hereto;

(xvi)

all required board and other governance approvals (any such approval or consent not to be unreasonably withheld, conditioned, or delayed) have been received for, and the transactions contemplated under and by, this Agreement, including all Initial Transactions, have been fully authorized;

(xvii)

the Company has provided to the Forbearing Lenders: (1) the most recent Monthly Reporting; (2) a Budget for the then subsequent month; (3) an initial Account Balance Report; (4) a Variance Report; and (5) a Rolling 13-Week Cash Flow Forecast for the week prior to the date of this Agreement;

(xviii)

the Administrative Borrower has paid all interest (excluding applicable default interest) and other amounts in cash that became due on or about August 5, 2024 under the Credit Agreement and remain due immediately prior to the Forbearance Effective Date;

(xix)

the Company has provided the Forbearing Lenders and TL Agents with Compliance Certificates of a type set forth in sections 5.01(d)(ii) and 5.03(b) of the Credit Agreement;

(xx)

the ABL Lenders have provided the Company with the Supplemental Financing in accordance with its terms;

(xxi)

the Administrative Agent shall have received a customary written opinion (addressed to the Agents and the Lenders and dated as the Forbearance Effective Date) of McDonald Hopkins LLC, as counsel to the Debt Parties, in form and substance reasonably satisfactory to the Lenders (or their counsel);

(xxii)

that certain Amended and Restated Non-Employee Director Compensation Policy is approved by the board of directors of Holdings; and

(xxiii)

the Purtill Incentive Agreement, satisfactory to Geoff Purtill, is approved by the board of directors of International Holdings.

For purposes of determining compliance with the conditions specified in this section 8, each Forbearing Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to, approved by, or acceptable or satisfactory to a Forbearing Lender unless the Administrative Agent shall have received notice from such Forbearing Lender prior to the proposed Forbearance Effective Date specifying its objection thereto.

Section 9 Notes Takeout.

Upon the occurrence of the events and subject to the terms and conditions set forth in Schedule 6 hereto, the Debt Parties shall repurchase all Notes issued under the Indentures and held (or beneficially owned) by the Forbearing Lenders. The parties hereto (other than the Administrative Agent) hereby agree to take all actions as required by Schedule 6 hereto, except that the Administrative Agent shall have no obligations to monitor any Person’s compliance with this section 9 and Schedule 6 hereto and this section 9 and Schedule 6 hereto shall impose no obligations or duties on the Administrative Agent.

Section 10 Incremental DDTL Commitment.

(a) Subject to the occurrence of the Forbearance Effective Date and on the terms set forth herein and in the Credit Agreement (including the satisfaction of the conditions set forth in Section 4.02 of the Credit Agreement), each Person that has executed this Agreement in its capacity as an Incremental DDTL Lender (each, an “Incremental DDTL Lender”) agrees to make Incremental DDTL Loans denominated in Dollars to the Borrower in an amount equal to the Incremental DDTL Commitment of such Incremental DDTL Lender set forth in Schedule 2.01(b) to the Credit Agreement.

(b) From and after the Forbearance Effective Date, each party hereto agrees that, for purposes of the Credit Agreement and the other Loan Documents, each Incremental DDTL Lender shall be deemed to be and shall become an “Incremental DDTL Lender,” a “Term Lender,” and a “Lender” under the Credit Agreement, and each Incremental DDTL Lender shall be a party to the Credit Agreement and shall have the rights, remedies, and obligations of an Incremental DDTL Lender, a Term Lender, and a Lender under the Credit Agreement, as and to the extent set forth in the Credit Agreement.

(c) Following the Forbearance Effective Date, upon the funding of the Incremental DDTL Loans in accordance with the terms and conditions set forth in the Credit Agreement, the Incremental DDTL Loans shall constitute “Incremental DDTL Loans,” “Term Loans,” and “Loans” for purposes of the Credit Agreement and the other Loan Documents and shall have terms

and provisions identical to those applicable to the Initial Term Loans. For the avoidance of doubt, the Incremental DDTL Loans shall at all times be secured by Liens on the Collateral securing the Initial Term Loans, which Liens shall rank pari passu with the Initial Term Loans and shall be guaranteed by the same Persons that guarantee the Initial Term Loans.

(d) Each of the Incremental DDTL Lenders hereby consents and agrees to the terms of this Agreement, the Credit Agreement, and the other Loan Documents (as amended by this Agreement).

Section 11 Notice.

The Administrative Borrower and Holdings shall provide notice to the Administrative Agent and the Notes Agents as soon as possible after, but in any event within two Business Days of, obtaining actual knowledge of the occurrence of any Forbearance Termination Event, which notice shall state that such event occurred and set forth, in reasonable detail, the facts and circumstances that gave rise to such event. Such notice shall be delivered to:

Cantor Fitzgerald Securities

900 West Trade, Suite 725

Charlotte, NC 28202

Attn: Bobbie Young (Invacare Corporation)

Email: [***]

With copies to:

Cantor Fitzgerald Securities

110 East 59th Street

New York, NY 10022

Attn: Ryan Yeh (Invacare Corporation)

Email: [***]

Shipman & Goodwin LLP

1 Constitution Plaza

Hartford, CT 06103

Attn: Nathan Plotkin

Email: [***]

GLAS Trust Company LLC

3 Second Street, Suite 206

Jersey City, NJ 07311

Attn: TMGUS/Invacare Corporation

Email: [***]

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Attn: Kenneth Steinberg, Jonah Peppiatt, and Moshe Melcer

Email: [***]

All notices given in accordance with the provisions of this section 11 shall be deemed to have been given on the date of receipt. For the avoidance of doubt, all notices and other transmissions in connection herewith that are sent via electronic mail shall be deemed to be “written” and to have been given “in writing.”

Section 12 Amendment of Loan Documents; Supplemental Indentures.

(a) Effective as of the Forbearance Effective Date, (i) the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same as the following example: stricken text) and to add the double-underlined text (indicated textually in the same as the following example: double-underlined text) as set forth in Exhibit K-1 hereto (the “First Amendment”), (ii) the Existing Credit Agreement is hereby amended by adding a new Schedule 2.01(b) thereto as set forth in Exhibit K-2, and (iii) the Existing Credit Agreement is hereby amended by adding a new Schedule 4.02 thereto as set forth in Exhibit K-3 hereto.

(b) Effective as of the Forbearance Effective Date, the Collateral Agent is hereby directed by the Forbearing Lenders to enter into an amendment to the ABL North America Intercreditor Agreement, substantially in the form attached hereto as Exhibit L.

(c) Following the date of this Agreement, the Forbearing Lenders shall promptly consent (or cause to be consented) to the entry into the supplemental indentures to the Indentures, substantially in the form attached hereto as Exhibit M (collectively, the “Supplemental Indentures”).

Section 13 Effect Upon Credit Agreement; Ratification of Liability; No Waiver; Etc.

(a) From and after the date hereof, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any Debt Document, shall mean the Credit Agreement, as interpreted in accordance with the terms of this Agreement, and (ii) the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include this Agreement.

(b) Each of the Debt Parties hereby ratifies and reaffirms as of the date of this Agreement all of its obligations under each Debt Document to which it is a party in respect of payment, performance, indemnification, or otherwise, including guarantees of such obligations, and hereby ratifies and reaffirms its grant of Liens on or security interests in their properties pursuant to such Debt Documents as security for the obligations under or with respect to the Credit Agreement and Indentures, and confirms and agrees that such Liens and security interests secure all of its obligations thereunder, as applicable, including any additional obligations hereafter arising or incurred pursuant to or in connection with this Agreement, the Credit Agreement, the Indentures, or any other Debt Document.

(c) Except as expressly provided herein, nothing in this Agreement is intended, or shall be deemed or construed, to in any way waive, alter, or impair any rights or remedies of the Agents, Lenders, or Forbearing Lenders (including in their capacities as beneficial holders of the Notes issued under the Indentures) under the Debt Documents or applicable law. All terms and provisions of the Debt Documents remain in full force and effect, except to the extent expressly modified by this Agreement, the First Amendment, and the Supplemental Indentures. Each Debt Party acknowledges that the Agents and the Forbearing Lenders have made no representations as to what actions, if any, they will take after the Forbearance Period, and each TL Agent and Forbearing Lender hereby specifically reserves any and all rights, remedies, and claims it has (after giving effect hereto) with respect to any Events of Default or Defaults that may occur.

(d) Each Debt Party acknowledges and agrees: (i) promises and actions taken or required to be taken in connection with this Agreement and the other Debt Documents or otherwise, and any obligations incurred thereunder, have been provided, taken or agreed to be taken, as applicable, in exchange for “reasonably equivalent value” (as such term is used under the Bankruptcy Code and applicable state fraudulent transfer laws) and “fair consideration” (as such term is used under applicable state fraudulent conveyance laws) and (ii) each grant of a Lien or security interest on any Collateral provided in connection with this Agreement and/or any negotiations with the Agents, Holders, and/or Lenders in connection with a “workout” of the obligations under any Debt Document is intended to constitute, and does constitute, a “contemporaneous exchange for new value” (as such term is used in section 547 of the Bankruptcy Code).

Section 14 Release.

In consideration of, among other things, the forbearance provided for herein, each of the Debt Parties (on its own behalf and on behalf of its Related Parties) hereby voluntarily, intentionally, knowingly, absolutely, unconditionally, and irrevocably forever releases, waives, remits, acquits, and discharges any and all Claims (as defined in the Mutual Lender Release) (including cross-claims, counterclaims, rights of setoff and recoupment, challenges to any Lien or debt, and claims that have arisen in connection with this Forbearance Agreement and the Initial Transactions), that it now has (other than gross negligence, willful misconduct, or actual fraud, as determined by a final order of a court of competent jurisdiction), against any Agent and/or any Lender (in their respective capacities as such, as beneficial holders of the Notes issued under the Indentures, and as potential sources of other support or financing) and any of their respective subsidiaries and affiliates, and each of their respective successors, assigns, officers, directors, employees, agents, attorneys, advisors, representatives, and other Related Parties (collectively, the “Released Parties”); provided, that the foregoing sentence is limited to claims based in whole or in part on facts, events, or conditions which arise out of or are related to the Company (including the Cases, the Credit Agreement, the Indentures, the other Debt Documents, the Collateral, any future Insolvency or Liquidation Proceeding, and the Initial Transactions) (collectively, the “Released Claims”). Each of the Debt Parties (on its own behalf and on behalf of its Related Parties) further agrees and covenants to refrain from commencing, instituting, or prosecuting, or supporting any Person that commences, institutes, or prosecutes, any lawsuit, action, or other proceeding against any and all Released Parties with respect to any and all Released Claims.

Section 15 Successors and Assigns.

This Agreement shall be binding upon and inure to the benefit of each Party hereto and their respective successors and assigns. During the period commencing on the date hereof and ending on the last day of the Forbearance Period, no Forbearing Lender shall transfer or assign its rights under the Credit Agreement or this Agreement or its interests in any Notes absent the written agreement of the transferee or assignee to be bound by the terms of this Agreement, but no Forbearing Lender shall be further limited in its transfer or assignment rights other than as provided in the Credit Agreement or the Indentures.

Section 16 No Third-Party Beneficiaries.

No Person other than the Debt Parties, the Agents, the Lenders, the Holders, and, solely with respect to section 14 hereof, the Released Parties shall have any rights hereunder or be entitled to rely on this Agreement, and all third-party beneficiary rights (other than the rights of the Released Parties under section 14 hereof) are hereby expressly disclaimed.

Section 17 Severability.

The invalidity, illegality, or unenforceability of any provision in or obligation under this Agreement in any jurisdiction shall not affect or impair the validity, legality, or enforceability of the remaining provisions or obligations under this Agreement or of such provision or obligation in any other jurisdiction.

Section 18 Governing Law, Jurisdiction; Waiver of Jury Trial.

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Sections 9.09 and 9.10 of the Credit Agreement apply to this Agreement, mutatis mutandis.

Section 19 Amendments.

The provisions of this Agreement (other than section 9 hereof (solely as it relates to clause (d) and clause (e) of Schedule 6 hereto), clause (d) and clause (e) of Schedule 6 hereto, and section 10 hereof), including the provisions of this sentence, may not be amended, supplemented, waived, or otherwise modified without the express prior written consent of each of the Parties; provided, that any date or deadline herein may be extended solely by the Forbearing Lenders (and without the consent of any of the other Parties), and any such extension may be communicated by email from Davis Polk to counsel to the Debt Parties. The provisions of section 9 hereof (solely as it relates to clause (d) and clause (e) of Schedule 6 hereto), clause (d) and clause (e) of Schedule 6 hereto, and the provisions of this sentence may not be amended, supplemented, waived, or otherwise modified without the express prior written consent of each of the Company, the Forbearing Lenders, and the Ad Hoc Group. The provisions of section 10 and the provisions of this sentence may not be amended, supplemented, waived, or otherwise modified without the express prior written consent of each of the Company and the Incremental DDTL Lenders.

Section 20 Good Faith Cooperation; Further Assurances.

Each Debt Party hereby agrees to execute and deliver from time to time such other documents and take such other actions as may be reasonably necessary in order to effectuate the terms hereof. The Parties shall cooperate with each other and with each other’s counsel in good faith in connection with any steps required to be taken as part of their respective obligations under this Agreement.

Section 21 Prior Negotiations; Entire Agreement.

This Agreement, the Credit Agreement, the Indentures, and the other Debt Documents constitute the entire agreement of the Parties with respect to the subject matter hereof, and supersede all other prior negotiations, understandings, or agreements with respect to the subject matter hereof.

Section 22 Interpretation.

This Agreement is the product of negotiations of the Parties and, in the enforcement or interpretation hereof, is to be interpreted in a neutral manner. Any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement, or any portion hereof, shall not be effective in regard to the interpretation hereof.

Section 23 Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission or by electronic mail (e.g., “.pdf” or “.tif”) shall be effective as delivery of an original executed counterpart of this Agreement.

Section 24 Section Titles.

The section and subsection titles contained in this Agreement are included for convenience only, shall be without substantive meaning or content of any kind whatsoever, and are not a part of the agreement between the Debt Parties, on the one hand, and the TL Agents and Forbearing Lenders, on the other hand.

Section 25 Notice of Specified Defaults.

The Debt Parties agree and acknowledge that (a) this Agreement constitutes, as of the date hereof, written notice in accordance with the Credit Agreement and Indentures of the Current Specified Defaults, (b) upon the occurrence of the Forbearance End Date, notice shall be deemed to have been given at such time in accordance with the Credit Agreement and Indentures of each applicable Specified Default having occurred, and each such Specified Default having become an Event of Default under the Credit Agreement and Indentures, as applicable, and (c) notice shall also contemporaneously with the Forbearance End Date be deemed to have been given in accordance with (i) the Credit Agreement and Indentures declaring the outstanding principal, all interest thereon (including applicable default interest), and all other amounts payable under the Credit Agreement, the Indentures, and the other Debt Documents to be forthwith due and payable, whereupon all such amounts shall become and be forthwith due and payable, without presentment, demand, protest, or further notice of any kind, all of which have been and are hereby again expressly waived by each Debt Party and (ii) any other Debt Document in respect of any notice requirement thereunder, and, in each case of the foregoing clauses (i) and (ii), any temporal notice periods with respect thereto are deemed satisfied; provided, however, that, if a Forbearance Termination Event occurs, all notices referenced in the preceding subclauses (b)–(c) shall be deemed to have been given on the date hereof.

Section 26 Instructed Parties, Instruction, and Direction.

(a) The Forbearing Lenders (which constitute the Required Lenders under the Credit Agreement and Required Holders under the Indentures) hereby (i) instruct the Agents to enter into this Agreement and the Initial Transaction Documents, (ii) instruct the TL Agents to comply with the Forbearance under this Agreement to the extent specified herein and take the other actions (or refrain from acting), in each case, as expressly contemplated hereby to be taken (or refrained from being taken) by the TL Agents, and (iii) acknowledge and agree that the direction set forth in this section 26 constitutes a direction from the Required Lenders. The rights, privileges, and immunities of the TL Agents set forth in the Loan Documents are incorporated by reference as though fully set forth herein. Notwithstanding that this Agreement may impose duties or obligations on certain of the other Persons party to this Agreement, the TL Agents shall (i) have no obligations under this Agreement other than in respect of the Loan Documents, (ii) have no obligation to monitor any Persons’ compliance with any terms of this Agreement relating to the Senior Secured Convertible Notes Documents (including the Notes Takeout), and (iii) shall assume no obligations towards the Forbearing Lenders other than in their capacities as Lenders.

(b) The Debt Parties and the Forbearing Lenders hereby irrevocably and unconditionally instruct and direct each of the Agents (the “Instructed Parties”) to: (i) provide its consent as required; (ii) do any and all acts and take any and all steps as necessary to implement the provisions under section 3 of this Agreement; (iii) enter into the Initial Transactions and the Initial Transaction Documents, as needed; and (iv) do all other relevant actions contemplated by this Agreement.

(c) Each of the Instructed Parties is a party to this Agreement solely in its capacity as administrative agent or collateral agent, and its role under this Agreement is solely mechanical and administrative in nature.

(d) None of the Instructed Parties will be liable to any person for any action taken by it, or on its behalf (or any inaction) under or in connection with this Agreement, save to the extent that such action (or inaction) amounts to gross negligence or willful misconduct on its part as determined by a final non-appealable order.

(e) Each Forbearing Lender acknowledges, confirms, and irrevocably ratifies all actions taken, or to be taken, by each Instructed Party pursuant to this Agreement or the Initial Transaction Documents.

[signature pages follow]

IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the day and year first above written.


INVACARE HOLDINGS CORPORATION

By:		/s/ Kai Zhu
Name:		Kai Zhu
Title:		Senior Vice President and Chief Financial Officer

INVACARE CORPORATION

By:		/s/ Kai Zhu
Name:		Kai Zhu
Title:		Senior Vice President and Chief Financial Officer

GUARANTORS:

FREEDOM DESIGNS, INC.

By:		/s/ Kai Zhu
Name:		Kai Zhu
Title:		President

MEDBLOC, INC.

By:		/s/ Kai Zhu
Name:		Kai Zhu
Title:		President

INVACARE CREDIT CORPORATION

By:		/s/ Kai Zhu
Name:		Kai Zhu
Title:		President

INVACARE HOLDINGS Corp SC 13D/A