DAVIDSON KEMPNER CAPITAL MANAGEMENT LP - 29 Oct 2024 Form 4 Insider Report for INVACARE HOLDINGS Corp

Footnote F1

The securities reported on this line are held directly by: (i) M.H. Davidson & Co., a New York limited partnership ("CO") and (ii) Davidson Kempner Arbitrage, Equities and Relative Value LP, a Cayman Islands exempted limited partnership ("DKAERV" and together with CO, the "DK Holders").

Footnote F2

M.H. Davidson & Co. GP, L.L.C., a Delaware limited liability company ("CO GP"), is the general partner of CO and Davidson Kempner Liquid GP Topco LLC, a Delaware limited liability company ("Liquid GP Topco"), is the managing member of CO GP. Davidson Kempner Multi-Strategy GP II LLC, a Delaware limited liability company ("DKAERV GP"), is the general partner of DKAERV and Liquid GP Topco is the managing member of DKAERV GP. (Continued in footnote 3)

Footnote F3

Davidson Kempner Capital Management LP ("DKCM"), a Delaware limited partnership and a registered investment adviser with the U.S. Securities and Exchange Commission (the "SEC"), acts as investment manager to each of the DK Holders. DKCM GP LLC, a Delaware limited liability company, is the general partner of DKCM. The managing members of DKCM are Anthony A. Yoseloff, Conor Bastable, Shulamit Leviant, Morgan P. Blackwell, Patrick W. Dennis, Gabriel T. Schwartz, Zachary Z. Altschuler, Joshua D. Morris and Suzanne K. Gibbons. Mr. Anthony A. Yoseloff, through DKCM, is responsible for the voting and investment decisions relating to the securities held by the DK Holders.

Footnote F4

The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any.

Footnote F5

Effective as of October 29, 2024, the Reporting Persons exchanged each share of 9.00% Series A Convertible Participating Preferred Stock of the Issuer (the "Series A Preferred Shares") then held by the Reporting Persons for (i) one share of nonconvertible Series B Redeemable Preferred Stock of the Issuer (the "Series B Preferred Shares") and (ii) an increase by an aggregate of approximately $12.5 million of the principal amount due to the Reporting Persons and/or certain of its affiliates under the Issuer's Loan and Security Agreement, as amended.

Footnote F6

At any time on or after the Free Convertibility Date, holders of the Series A Preferred Shares had the option to convert all or a portion of the shares of Series A Preferred Shares into shares of Common Stock at an initial conversion price of $1.72076211 per share, subject to certain adjustments as described in the Certificate of Designations of the Series A Preferred Shares (the "Series A CoD"). The Free Convertible Date was defined in the Series A CoD as the earlier to occur of November 6, 2023 and the occurrence of certain liquidation, dissolution or mandatory redemption events. The Series A Preferred Shares had no expiration date.

Footnote F7

Includes accumulated dividends through and including September 15, 2024.

Footnote F8

The Reporting Persons were not able to convert the Series A Preferred Shares if the Reporting Persons would have beneficially owned, after such conversion, more than 9.99% of the outstanding shares of Common Stock (the "Blocker"). The number of shares set forth on column (7) does not give effect to the Blocker.