AMENDED AND RESTATED PREFERRED STOCK PURCHASE AGREEMENT dated as of May 25, 2006 by and among HANGER ORTHOPEDIC GROUP, INC. and THE PURCHASERS SIGNATORY HERETOPreferred Stock Purchase Agreement • June 6th, 2006 • Ares Corporate Opportunities Fund Lp • Services-specialty outpatient facilities, nec • New York
This Amended and Restated Preferred Stock Purchase Agreement is entered into and dated as of May 25, 2006 (this “Agreement”), by and among HANGER ORTHOPEDIC GROUP, INC., a corporation incorporated under the laws of the state of Delaware (the “Company”), and each of LEHMAN BROTHERS INC. and CITIGROUP GLOBAL MARKETS INC. (each, an “Initial Purchaser” and, collectively, the “Initial Purchasers”) and the subsequent purchaser identified on the signature pages hereto (the “Subsequent Purchaser”). The Initial Purchasers and the Subsequent Purchaser are each referred to as a “Purchaser” and are collectively referred to as the “Purchasers.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 6th, 2006 • Ares Corporate Opportunities Fund Lp • Services-specialty outpatient facilities, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 26, 2006, among HANGER ORTHOPEDIC GROUP, INC., a Delaware corporation (the “Company”), and the investors signatory hereto (each such investor is a “Purchaser” and all such investors are, collectively, the “Purchasers”).
JOINT FILING AGREEMENTJoint Filing Agreement • June 6th, 2006 • Ares Corporate Opportunities Fund Lp • Services-specialty outpatient facilities, nec
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned each hereby agrees to the joint filing on behalf of each of them of a Statement on Schedule 13D, including amendments thereto (the “Schedule 13D”) with respect to shares of common stock, par value $0.01 per share, of Hanger Orthopedic Group, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to the Schedule 13D provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Hanger Orthopedic Group, Inc. Two Bethesda Metro Center, Suite 1300 Bethesda, Maryland 20814Preferred Stock Purchase Agreement • June 6th, 2006 • Ares Corporate Opportunities Fund Lp • Services-specialty outpatient facilities, nec • New York
Reference is made to that certain Amended and Restated Preferred Stock Purchase Agreement dated as of May 25, 2006 among HANGER ORTHOPEDIC GROUP, INC. (the “Company”), Ares Corporate Opportunities Fund, L.P. (“Ares”) and the Initial Purchasers party thereto (the “Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement.
