EXHIBIT 2 STRICTLY CONFIDENTIAL December 6, 2005 Tenor Capital Management Co., L.P. 65 East 55th Street, 35th Floor New York, NY 10022 Ladies and Gentlemen: The purpose of this agreement is to set forth the basis upon which PRG-Schultz International,...Confidentiality Agreement • December 12th, 2005 • TENOR CAPITAL MANAGEMENT Co., L.P. • Services-engineering, accounting, research, management • Delaware
The purpose of this agreement is to set forth the basis upon which PRG-Schultz International, Inc. (together with all of its affiliates, the "Company") proposes to provide you with Evaluation Material (as defined herein), as a member of the ad hoc committee of holders of the Company's 4 3/4% Convertible Subordinated Notes due 2006 (the "Notes" and such committee, the "Ad Hoc Noteholders Committee") for use in connection with discussions between the Company and the Ad Hoc Noteholders Committee regarding a possible transaction (a "Possible Transaction") involving the restructuring of the Notes.
Board Observer AgreementBoard Observer Agreement • May 15th, 2023 • TENOR CAPITAL MANAGEMENT Co., L.P. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This agreement (the “Agreement”) is made effective as of May 5, 2023 by and between Invacare Holdings Corporation, a Delaware corporation (the “Company”), and Tenor Capital Management company, L.P. (the “Investor”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the bylaws of the Company, as amended from time to time (the “Bylaws”).
FORBEARANCE AGREEMENT AND FIRST OMNIBUS AMENDMENT TO CREDIT AGREEMENT AND LOAN DOCUMENTSForbearance Agreement and First Omnibus Amendment to Credit Agreement and Loan Documents • October 30th, 2024 • TENOR CAPITAL MANAGEMENT Co., L.P. • Orthopedic, prosthetic & surgical appliances & supplies • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 5, 2023 (this “Agreement”), among INVACARE HOLDINGS CORPORATION (“Holdings”), INVACARE CORPORATION (the “Administrative Borrower”), INVACARE INTERNATIONAL HOLDINGS CORP. (“International Holdings” and “Co-Borrower”; and Co-Borrower together with the Administrative Borrower, collectively, “Borrower”), the LENDERS party hereto, CANTOR FITZGERALD SECURITIES, as Administrative Agent, and GLAS TRUST COMPANY LLC, as Collateral Agent.
AMENDED AND RESTATED EXCHANGE AGREEMENTExchange Agreement • October 30th, 2024 • TENOR CAPITAL MANAGEMENT Co., L.P. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Amended and Restated Exchange Agreement (this “Agreement”) is made and entered as of October 29, 2024 by and among Invacare Holdings Corporation, a Delaware corporation (“Parent”), Invacare International Holdings Corp., a Delaware corporation (“International Holdings”), Invacare Corporation, an Ohio corporation (“Reorganized Invacare”) and the parties listed on Schedule I that are signatory hereto (each a “Holder”). Capitalized terms used, but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement (as defined below).
FORM OF FIRST AMENDMENT TO BOARD OBSERVER AGREEMENTBoard Observer Agreement • October 30th, 2024 • TENOR CAPITAL MANAGEMENT Co., L.P. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Amendment to Board Observer Agreement (this “Amendment”) is made as of October 29, 2024, by and between Invacare Holdings Corporation, a Delaware corporation (the “Company”), and ___________ (the “Investor”).
FORBEARANCE AGREEMENT AND FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTForbearance Agreement and Fourth Amendment to Loan and Security Agreement • October 30th, 2024 • TENOR CAPITAL MANAGEMENT Co., L.P. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This LOAN AND SECURITY AGREEMENT, dated as of May 5, 2023 is among INVACARE HOLDINGS CORPORATION, a Delaware corporation (“Parent”) INVACARE CORPORATION, an Ohio corporation (“Invacare”), FREEDOM DESIGNS, INC., a California corporation (“Freedom Designs”), MEDBLOC, INC., a Delaware corporation (“Medbloc”), INVACARE CANADA L.P., an Ontario limited partnership (“Invacare Canada”), MOTION CONCEPTS L.P., an Ontario limited partnership (“Motion Concepts”), and PERPETUAL MOTION ENTERPRISES LIMITED, an Ontario limited partnership (“Perpetual Motion”; together with Invacare, Freedom Designs, Medbloc, Invacare Canada, and Motion Concepts, each an “Original Borrower”, and collectively the “Original Borrowers”), Invacare International Holdings Corp., a Delaware corporation (“International Holdings”, together with the Original Borrowers, the “Borrowers”), the entities from time to time party hereto as Guarantors, the several financial institutions from time to time party to this Agreement as Lende
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • November 9th, 2023 • TENOR CAPITAL MANAGEMENT Co., L.P. • Services-business services, nec
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
MASTER EQUITY AGREEMENT TERMINATION AGREEMENTTermination Agreement • October 30th, 2024 • TENOR CAPITAL MANAGEMENT Co., L.P. • Orthopedic, prosthetic & surgical appliances & supplies
This Termination Agreement (this “Agreement”), dated as of October 29, 2024, is entered into by and among Invacare Holdings Corporation, a Delaware corporation (“Parent”), Invacare International Holdings Corp., a Delaware corporation (“International Holdings”), Invacare Corporation, an Ohio corporation (“Reorganized Invacare”), and the parties that are signatory thereto as a “Holder” (each, a “Holder,” and each Holder, Parent, International Holdings, and Reorganized Invacare, the “Parties”)).
EXHIBIT 1 JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated...Joint Filing Undertaking • December 12th, 2005 • TENOR CAPITAL MANAGEMENT Co., L.P. • Services-engineering, accounting, research, management
The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.
