EX-7.6 2 d404151dex76.htm EX-7.6 EX-7.6

Exhibit 7.6

AMENDMENT NO. 1 TO COOPERATION AGREEMENT

This Amendment No. 1 to the Cooperation Agreement (this “Amendment”), dated as of November 21, 2022, is by and among Azurite Management LLC, an Ohio limited liability company (together with the members of its investment “group” for purposes of Schedule 13D filed with the SEC executing this Agreement on the signature pages hereto, “Azurite”), and Invacare Corporation, an Ohio corporation (the “Company”), with respect to the matters set forth below. Each of the Company and Azurite is referred to as a “Party” and jointly are referred to as the “Parties”. For the purposes of this Amendment, (i) terms used with initial capital letters and not otherwise defined herein will have the meanings assigned to them in the Cooperation Agreement, and (ii) references to sections in this Amendment refer to such sections of the Cooperation Agreement.

WHEREAS, the Parties are party to that certain Cooperation Agreement, dated August 22, 2022 (the “Cooperation Agreement”).

WHEREAS, the Parties desire to amend the Cooperation Agreement pursuant to and in accordance with Section 15 of the Cooperation Agreement, as set forth herein.

NOW, THEREFORE, in consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Azurite and the Company agree as follows:

1. Amendment. The Cooperation Agreement is hereby amended as follows:

 

  a.

Section 1(j)(ii) is hereby amended by replacing the text “3,946,558” therein, in all instances in which such text appears, with the following text: “3,600,000”.

 

  b.

Section 2(c)(i) is hereby amended by replacing the text “19.9% of the then-outstanding Common Shares” therein with the following text: “9.995% of the total voting power represented by all shares of capital stock of the Company”.

2. Binding Effect. Except to the extent expressly provided herein, the Cooperation Agreement will remain in full force and effect in accordance with its terms.

3. Miscellaneous. Sections 12 through 16 of the Cooperation Agreement are incorporated herein by reference on a mutatis mutandis basis and, to the extent applicable, will govern the terms of this Amendment.

[Signature Page Follows]


IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized signatories of the Parties as of the date hereof.

 

Azurite
    AZURITE MANAGEMENT LLC
    By:  

/s/ Steven H. Rosen

  Name:   Steven H. Rosen
  Title:   Manager

 

    STEVEN H. ROSEN
    By:  

/s/ Steven H. Rosen

    CRAWFORD UNITED CORPORATION
    By:  

/s/ Brian E. Powers

  Name:   Brian E. Powers
  Title:   President and CEO

 

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        EDWARD F. CRAWFORD
        By:  

/s/ Brian E. Powers

  Name:   Brian E. Powers
  Title:   Attorney-in-fact
        MATTHEW V. CRAWFORD
        By:  

/s/ Brian E. Powers

  Name:   Brian E. Powers
  Title:   Attorney-in-fact
Invacare
        INVACARE CORPORATION
        By:  

/s/ Geoffrey Porter Purtill

  Name:   Geoffrey Porter Purtill
  Title:   President and Chief Executive Officer

 

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