KENSEY NASH CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent RIGHTS AGREEMENT dated as of June 18, 2009Rights Agreement • June 19th, 2009 • Kensey Nash Corp • Surgical & medical instruments & apparatus • Delaware
such Person of newly-issued Common Shares directly from the Company (it being understood that a purchase from an underwriter or other intermediary is not directly from the Company); provided, however, that if a Person becomes the beneficial owner of Common Shares equal to or in excess of 15% of the Common Shares then outstanding by reason of share purchases by the Company or the receipt of newly-issued Common Shares directly from the Company and, after such share purchases or direct issuance by the Company, becomes the beneficial owner of any additional Common Shares of the Company and is the beneficial owner of Common Shares equal to or in excess of 15% of the Common Shares then outstanding, then such Person shall be deemed to be an “Acquiring Person.” In addition, if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an “Acquiring Person” has become such inadvertently, and such Person divests as promptly as practicable (or within such
