EXCHANGE AGREEMENT (Unrestricted Notes)Exchange Agreement • June 4th, 2020 • Invacare Corp • Orthopedic, prosthetic & surgical appliances & supplies
___________________ (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Existing Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with Invacare Corporation, an Ohio corporation (the “Company”), on May 29, 2020 whereby the Holders will exchange (the “Exchange”) for each $1,000 principal amount of the Company’s existing 4.50% Convertible Senior Notes due 2022 (the “Existing Notes”), a combination of (i) $1,000 principal amount of the Company’s new 5.00% Convertible Senior Exchange Notes due 2024 (the “New Notes”) that will be issued pursuant to the provisions of an Indenture to be dated as of June 4, 2020 (the “Indenture”) between the Company and Wells Fargo Bank, National Association, as Trustee (the “Trustee”); (ii) a cash payment equal to the acc
