Invacare : Form 8937 for October 3 2022 Transaction

Invacare Corporation

Attachment to Form 8937, Report of Organizational Action Affecting Basis of Securities

The information in this document does not constitute tax advice and is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties under the Internal Revenue Code of 1986, as amended (the "Code"). Holders of the notes described below should consult their own tax advisors regarding the particular tax consequences of the Exchange (as defined below) to them, including the applicability and effect of all U.S. federal, state and local and non-U.S. tax laws.

Form 8937, Part I, Line 10

Form 8937, Part II, Line 14

On October 3, 2022 (the "Exchange Date") Invacare Corporation (the "Issuer") consummated additional closings (the "Additional Closings") under the exchange agreements, each dated as of July 26, 2022 and exchanged $13,825,000 in aggregate principal amount of 4.25% Convertible Senior Notes due 2026 (the "2026 Notes") for (i) $5,186,000 in aggregate principal amount of additional Tranche I Notes, issued pursuant to that certain indenture, dated as of July 26, 2022 (the "Tranche I Notes"), (ii) $5,183,000 in aggregate principal amount of additional Tranche II Notes, issued pursuant to that certain indenture, dated as of July 26, 2022 (the "Tranche II Notes") (together with the Tranche 1 Notes the "Exchange Consideration"), and (iii) accrued but unpaid interest on the 2026 Notes up to, but excluding, the Exchange date ("Exchange")

The Issuer has determined that the Exchange constitutes a "significant modification" of the 2026 Notes within the meaning of Treasury Regulation § 1.1001-3(e), resulting in a deemed exchange of the 2026 Notes for the Exchange Consideration for U.S. federal income tax purposes.

Form 8937, Part II, Line 15

The exchange of the 2026 Notes for the Exchange Consideration should qualify as a Recapitalization if each of the 2026 Notes, Tranche I and Tranche II Notes constitute "securities" of the Issuer for U.S. federal income tax purposes. The term "security" is not defined in the Code

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or in the Treasury Regulations issued thereunder and, as applied to debt obligations, the meaning of the term "security" is unclear.

If the Exchange qualifies as a recapitalization for U.S. federal income tax purposes, a holder's aggregate tax basis in the Tranche I and Tranche II Notes received in the exchange generally should equal such holder's aggregate adjusted tax basis in its 2026 Notes immediately before the exchange (excluding accrued but unpaid interest).

If the Exchange does not qualify as a recapitalization for U.S. federal income tax purposes, such Exchange would be a taxable transaction for U.S. federal income tax purposes. In that case, a holder's aggregate tax basis in the Tranche I and Tranche II Notes received in such Exchange generally would equal the issue price of the Tranche I and Tranche II Notes.

Holders of the 2026 Notes should consult their own tax advisors regarding the possible classification of the 2026 Notes and Tranche I and Tranche II Notes as securities and the tax consequences of each Exchange to them.

Form 8937, Part II, Line 16

The basis in a holder's Tranche I and Tranche II Notes received in the Exchange is calculated in the manner described above in Line 15.

Issuer has determined that, as of the Exchange Date, the Tranche I and Tranche II Notes and the 2026 Notes were not "traded on an established market" within the meaning of Treasury Regulation

• 1.1273-2(f),because the outstanding principal amount of the Tranche I and Tranche II Notes and the 2026 Notes was less than $100 million. Therefore, the issue price of the Tranche I and Tranche II Notes is determined by reference to Section 1273(b)(4). Because all of the payments due on the instruments (with the exception of the principal payment due at maturity) should constitute qualified stated interest (within the meaning of Treasury Regulation § 1.1273-1(c)(1)), the issue price of each of the Tranche I and Tranche II notes should equal its stated principal amount.

Holders of the 2026 Notes should consult their own tax advisors to determine the tax consequences of the Exchange to them.

Form 8937, Part II, Line 17

Sections 354, 356, 358, 368, 1001, and 1012 of the Code.

Form 8937, Part II, Line 18

No loss would be recognized for U.S. federal income tax purposes.

Form 8937, Part II, Line 19

The reportable tax year is 2022 with respect to calendar year taxpayers.

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