0001104659-08-060213 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • September 24th, 2008 • Hanger Orthopedic Group Inc • Services-specialty outpatient facilities, nec • New York

Ares Corporate Opportunities Fund, L.P. (the “Selling Stockholder”) proposes to sell 2,500,000 shares (the “Stock”) of common stock, par value $0.01 per share (the “Common Stock”), of Hanger Orthopedic Group, Inc., a Delaware corporation (the “Company”). This is to confirm the agreement concerning the purchase of the Stock from the Selling Stockholder by the Underwriter.