Kensey Nash (KNSY)

GENERAL PROVISIONS

Section 8.1.    Dividends. Dividends upon the capital stock of the Company, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law, out of funds legally available therefor. Dividends may be paid in cash, in property, or in shares of capital stock or rights to acquire the same, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Company, or for such other purpose as the directors shall think

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conducive to the interest of the Company, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 8.2.    Checks. All checks or demands for money and notes of the Company shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 8.3.    Fiscal Year. The fiscal year of the Company shall end on the thirtieth (30th) day of June of each year unless otherwise fixed by resolution of the Board of Directors.

Section 8.4.    Seal. The corporate seal shall have inscribed thereon the name of the Company and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 8.5.    Stock in Other Corporations. Shares of any other corporation which may from time to time be held by this Company may be represented and voted at any meeting of shareholders of such corporation by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer or a Vice-President, or by any proxy appointed in writing by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer or a Vice-President of the Company, or by any other person or persons thereunto authorized by the Board of Directors. Shares of capital stock of any other corporation represented by certificates standing in the name of the Company may be endorsed for sale or transfer in the name of the Company by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer or any Vice-President or by any other officer or officers thereunto authorized by the Board of Directors.

GENERAL PROVISIONS

Section 8.1.    Dividends. Dividends upon the capital stock of the Company, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law, out of funds legally available therefor. Dividends may be paid in cash, in property, or in shares of the capital stock or rights to acquire the same, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Company, or for such other purpose as the directors shall think conducive to the interest of the Company, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 8.2.    Checks. All checks or demands for money and notes of the Company shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 8.3.    Fiscal Year. The fiscal year of the Company shall end on the thirtieth (30th) day of June of each year unless otherwise fixed by resolution of the Board of Directors.

Section 8.4.     Seal. The corporate seal shall have inscribed thereon the name of the Company and the words “Corporate Seal, Delaware”.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 8.5.     Stock in Other Corporations. Shares of any other corporation which may from time to time be held by this Company may be represented and voted at any meeting of shareholders of such corporation by the chairman of the board, the chief executive officer, the president, the chief financial officer or a vice presidentChairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer or a Vice-President, or by any proxy appointed in writing by the chairman of the board, the chief executive officer, the president, the chief financial officer or a vice-presidentChairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer or a Vice-President of the Company, or by any other person or persons thereunto authorized by the Board of Directors. Shares of capital stock of any other corporation represented by certificates standing in the name of the Company may be endorsed for sale or transfer in the name of the Company by the chairman of the board, the chief executive officer, the president, the chief financial officer or any vice-presidentChairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer or any Vice-President or by any other officer or officers thereunto authorized by the Board of Directors. Shares belonging to the Company need not stand in the name of the Company, but may be held for the benefit of the Company in the individual name of the chief financial officer or of any other nominee designated for the purpose of the Board of Directors.

GENERAL PROVISIONS

Section 8.1. Dividends. Dividends upon the capital stock of the Company, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock or rights to acquire the same, subject to the provisions of the Certificate

of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Company, or for such other purpose as the directors shall think conducive to the interest of the Company, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 8.2. Checks. All checks or demands for money and notes of the Company shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 8.3. Fiscal Year. The fiscal year of the Company shall end on the thirtieth (30th) day of June of each year unless otherwise fixed by resolution of the Board of Directors.

Section 8.4. Seal. The corporate seal shall have inscribed thereon the name of the Company and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 8.5. Stock in Other Corporations. Shares of any other corporation which may from time to time be held by this Company may be represented and voted at any meeting of shareholders of such corporation by the chairman of the board, the chief executive officer, the president, the chief financial officer or a vice president, or by any proxy appointed in writing by the chairman of the board, the chief executive officer, the president, the chief financial officer or a vice-president of the Company, or by any other person or persons thereunto authorized by the Board of Directors. Shares represented by certificates standing in the name of the Company may be endorsed for sale or transfer in the name of the Company by the chairman of the board, the chief executive officer, the president, the chief financial officer or any vice-president or by any other officer or officers thereunto authorized by the Board of Directors. Shares belonging to the Company need not stand in the name of the Company, but may be held for the benefit of the Company in the individual name of the chief financial officer or of any other nominee designated for the purpose of the Board of Directors.