SETTLEMENT
      AGREEMENT

     

    This
      Agreement (this “Agreement”)
      is
      made and entered into as of October 24, 2007, by and between Kensey Nash
      Corporation (the “Company”),
      and
      each of the entities and natural persons listed on Schedule
      A
      hereto
      (such entities and natural persons and any Ramius Nominee that executes a
      joinder to this Agreement, collectively, the “Ramius
      Group”)
      (each
      of the Company and the Ramius Group, a “Party”
to
      this
      Agreement, and collectively, the “Parties”).

     

    RECITALS

     

    A. The
      Ramius Group beneficially owns in the aggregate the number of shares of the
      Company’s outstanding common stock, par value $.001 per share (the “Common
      Stock”),
      set
      forth on Schedule
      A;

     

    B. Pursuant
      to a nomination letter duly submitted on October 5th
      in
      accordance with the Company’s Second Amended and Restated Bylaws (the
“Nomination
      Letter”),
      Starboard Value and Opportunity Master Fund Ltd., a member of the Ramius Group,
      has nominated a slate of three candidates for election to the Board of Directors
      of the Company (the “Board”)
      at the
      Company’s next Annual Meeting of Stockholders (including any adjournment or
      postponement thereof, the “2007
      Annual Meeting”),
      which
      is currently scheduled to be held on December 5, 2007;

     

    C. The
      Parties have agreed that Starboard
      Value and Opportunity Master Fund Ltd. shall
      withdraw its Nomination Letter and that the Ramius Group will not present any
      nominees or proposals at the 2007 Annual Meeting;

     

    D. The
      Governance and Nominating Committee of the Board (the “Nominating
      Committee”)
      has
      reviewed the qualifications of Jeffrey Smith and Ceasar Anquillare
      (collectively, the “Ramius
      Nominees”)
      to
      serve as members of the Board and has conducted inquiries into their respective
      backgrounds, skills and qualifications, including reviews of the Ramius
      Nominees’ responses to questionnaires, interviews of the Ramius Nominees and
      professional background investigations of the Ramius Nominees; and the
      Nominating Committee has evaluated the independence of the Ramius Nominees,
      the
      qualifications of Jeffrey Smith to serve as a member of the Nominating Committee
      of the Board and the qualifications of Ceasar Anquillare to serve as a member
      of
      the Audit Committee;

     

    E. The
      Nominating Committee has recommended to the entire Board that (i) the Board
      nominate the Ramius Nominees for election to the Board at the 2007 Annual
      Meeting, (ii) the Board determine that the Ramius Nominees are independent
      directors under the listing standards of The NASDAQ Stock Market (“NASDAQ”),
      and
      (iii) following their respective elections to the Board, Jeffrey Smith be
      appointed to the Nominating Committee of the Board and Ceasar Anquillare be
      appointed to the Audit Committee.

     

    F. The
      Board
      considered the recommendations of the Nominating Committee and after conducting
      such reviews of the Ramius Nominees as it has deemed appropriate, (i) has
      determined that neither Ramius Nominee has any relationship with the Company
      (either directly or as a partner, equity holder or officer of an organization
      that has a relationship with the Company) that would interfere with his exercise
      of independent judgment in carrying out the responsibilities of a member of
      the
      Board or any of its committees and that both Ramius Nominees are independent
      directors as defined under the rules of NASDAQ, and (ii) has determined
      that it is in the best interests of the stockholders of the Company to nominate
      the Ramius Nominees for election to the Board at the 2007 Annual Meeting, to
      serve for a term of three years expiring at the Company’s 2010 Annual Meeting of
      Stockholders, in place of two current members of the Company’s Board to be
      determined by the Company’s Board, and each of whose current terms will expire
      at the 2007 Annual Meeting, and to recommend the Ramius Nominees for election
      to
      the Board;

     

    
      
        
        

      

      
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    G. The
      Ramius Group has determined to vote its shares of Common Stock in favor of
      the
      Ramius Nominees and one incumbent director whose current term of office expires
      in 2007 nominated by the Board to be elected as members of the Board at the
      2007
      Annual Meeting (such incumbent director, together with the Ramius Nominees,
      the
“2007
      Nominees”);

     

    H. The
      Ramius Group has agreed to certain restrictions on its actions, including
      restrictions relating to its acquisition of additional shares of Common Stock,
      from the date here of until and including the earlier of the day after the
      date
      of the Company’s 2008 Annual Meeting of Stockholders (the “2008
      Annual Meeting”)
      or the
      date that is thirty (30) days after the one-year anniversary date of the 2007
      Annual Meeting;

     

    I. The
      Company and the Ramius Group desire, in connection with the nomination of the
      Ramius Nominees to the Board, to make certain covenants and agreements with
      one
      another pursuant to this Agreement.

     

    NOW
      THEREFORE, in consideration of the covenants and premises set forth herein,
      and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the Parties hereto hereby agree as
      follows:

     

    1. Starboard
      Value and Opportunity Master Fund Ltd. hereby withdraws its Nomination
      Letter.

     

    2. The
      Board
      has agreed to nominate the Ramius Nominees to be elected as members of the
      Board
      at the 2007 Annual Meeting to serve for a term of three years expiring at the
      Company’s 2010 Annual Meeting of Stockholders and will recommend a vote “for”
the Ramius Nominees at the 2007 Annual Meeting and solicit proxies from all
      stockholders to vote all shares of Common Stock in favor of the election to
      the
      Board of the Ramius Nominees. At the 2007 Annual Meeting, the Ramius Group
      shall
      appear in person or by proxy and vote all shares of Common Stock beneficially
      owned by it and its Affiliates in favor of the election to the Board of the
      2007
      Nominees. The Ramius Group shall cause to be executed proxies for the 2007
      Nominees (in the form utilized by the Company to solicit proxies for all
      stockholders) so as to vote all shares of Common Stock beneficially owned by
      it
      and its Affiliates (as defined below) in favor of the election to the Board
      of
      the 2007 Nominees. The Ramius Group shall not withdraw or modify any such
      proxies.

     

    By
      execution of this Agreement, each of the Ramius Nominees hereby consents to
      be
      nominated for election to the Board at the 2007 Annual Meeting.

     

    3. In
      accordance with Article IV of the Company’s Second Amended and Restated Bylaws
      (the “Bylaws”),
      the
      Company shall take all action necessary in furtherance of:

     

    a. no
      later
      than seven (7) days following the election of the Ramius Nominees to the Board,
      the appointment of (i) Jeffrey Smith as a member of the Nominating
      Committee of the Board, and (ii) Ceasar Anquillare as a member of the Audit
      Committee of the Board;

     

    
      
        
        

      

      
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    b. the
      establishment of a strategic planning committee of the Board in connection
      with
      its strategic planning, and the appointment of Jeffrey Smith as a member of
      such
      committee; and

     

    c. the
      appointment of Jeffrey Smith as a member of any special committee of the Board
      that may be established.

     

    4. The
      Ramius Group and each member of the Ramius Group shall not (i) nominate any
      person for election at the 2007 Annual Meeting or (ii) submit any proposal
      for consideration at, or bring any other business before, the 2007 Annual
      Meeting, directly or indirectly. The Ramius Group shall not enter into any
      agreement, understanding or arrangement with the purpose or effect to cause
      or
      further any of the foregoing or otherwise engage in any activities with the
      purpose or effect to cause or further any of the foregoing. 

     

    The
      Company acknowledges that the only matters that shall be presented for
      consideration at the 2007 Annual Meeting include the election of the 2007
      Nominees, an amendment to the Company’s Fifth Amended and Restated Employee
      Incentive Compensation Plan to increase by up to 350,000 the
      number of shares of Common Stock authorized for issuance under it and the
      ratification of the Company’s independent registered public accounting
      firm.

     

    5. From
      the
      date hereof through the 2007 Annual Meeting, each of the Company, the Ramius
      Group and each member of the Ramius Group shall not directly or indirectly
      engage in any activities in opposition to the election of the 2007 Nominees
      at
      the 2007 Annual Meeting and shall not enter into any agreement, understanding
      or
      arrangement with the purpose or effect to cause or further any of the
      foregoing.

     

    6. The
      2007
      Annual Meeting shall be held on December 5, 2007 or within 30 days thereafter,
      at the time and place indicated in the notice of annual meeting to be sent
      to
      the stockholders of the Company in connection with the 2007 Annual
      Meeting.

     

    7. For
      a
      period commencing with the date hereof and ending on the earlier to occur of
      (i) the day after the date of the 2008 Annual Meeting or (ii) that
      date that is thirty (30) days after the one-year anniversary date of the 2007
      Annual Meeting (such period, the “Standstill
      Period”),
      neither the Ramius Group (nor Mr. Anquillare, individually, if he is no longer
      a
      member of a Section 13(d) group with RCG Starboard Advisors, LLC and its
      Affiliates) nor any of its members or any of their Affiliates shall, without
      the
      prior written consent of the Board, specifically expressed in a written
      resolution adopted by a majority vote of the entire Board:

     

    
      
        
        

      

      
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    a. acquire
      or agree to acquire, or publicly offer or propose to acquire, directly or
      indirectly, by purchase or otherwise, any voting securities or direct or
      indirect rights or options to acquire any voting securities of the Company
      or
      any subsidiary thereof, or of any successor to or person in control of the
      Company, such that, following any such acquisition, the Ramius Group, including
      its Affiliates, would hold, beneficially own or control in the aggregate in
      excess of 2,804,146 shares of Common Stock (the “Standstill
      Limit”);
      provided,
      however,
      (i) in the event that the share repurchase program (the “Repurchase
      Program”)
      announced by the Company on September 24, 2007 has not been completed (which
      completion, for this purpose, shall mean that shares have been purchased under
      the Repurchase Program for the maximum aggregate price for which shares may
      be
      repurchased under the Repurchase Program and all such shares shall have been
      canceled or shall be held in treasury) by the date that is eight (8) months
      from
      the date hereof (“Repurchase
      Date”),
      the
      Standstill Limit shall be that number of shares of Common Stock that is equal
      to
      the greatest of (A) 2,804,146, (B) such number of shares of Common Stock
      resulting from an increase in the Standstill Limit pursuant to clause (ii)
      below, and (C) 24.9% of the outstanding shares of Common Stock as of the
      Repurchase Date (the number of outstanding shares of Common Stock as of the
      Repurchase Date shall be communicated by the Company to Ramius Capital on behalf
      of the Ramius Group, within 2 business days of the Repurchase Date), (ii) in
      the
      event between the date hereof and the Repurchase Date the number of outstanding
      shares of Common Stock (as reported by the Company) increases above 11,945,621
      shares, the Standstill Limit shall increase by a number of shares equal to
      25%
      of the number of outstanding shares of Common Stock in excess of 11,945,621
      shares and any such increase as of the Repurchase Date shall survive the
      Repurchase Date, (iii) in the event that, as of any date after the Repurchase
      Date and prior to the termination hereof (any such date, a “Reset
      Date”),
      the
      Standstill Limit represents less than 23% of the outstanding shares of Common
      Stock as a result of the issuance by the Company after the Repurchase Date
      of a
      number of shares of Common Stock in excess of the number of shares repurchased
      by, and/or forfeited to, the Company after the Repurchase Date, then the
      Standstill Limit shall increase to that number of shares of Common Stock that
      is
      equal to 24.9% of the outstanding shares of Common Stock of the Company as
      of
      the applicable Reset Date, (iv) for purposes of the Standstill Limit, any shares
      of Common Stock (whether or not restricted) and options to purchase shares
      of
      Common Stock issued or granted to Mr. Smith in his capacity as a director of
      the
      Company shall not be deemed to be held, beneficially owned or controlled by
      the
      Ramius Group, and such shares shall not be deemed to be outstanding shares
      of
      Common Stock, and (v) for purposes of the Standstill Limit, any shares of Common
      Stock (whether or not restricted) and options to purchase shares of Common
      Stock
      issued or granted to Mr. Anquillare after the date hereof in his capacity as
      a
      director, and up to 10,000 shares of Common Stock otherwise acquired by Mr.
      Anquillare in his individual capacity, shall not be deemed to be held,
      beneficially owned or controlled by the Ramius Group, and such shares shall
      not
      be deemed to be outstanding shares of Common Stock; provided,
      further,
      that
      nothing herein shall limit the ability of any member of the Ramius Group to
      transfer any voting securities of the Company or direct or indirect rights
      or
      options to acquire any voting securities of the Company to any other member
      of
      the Ramius Group; and provided,
      further,
      that
      Affiliates of the Ramius Group that execute a joinder to this Agreement in
      a
      form reasonably acceptable to the Company shall become members of the Ramius
      Group at the time of such execution;

     

    b. except
      as
      provided in Section 8 hereof
      or
      as otherwise expressly provided in this Agreement, (i) initiate, propose,
      induce or attempt to induce any other person to initiate any stockholder
      proposal, nominate any person to be elected as a member of the Board or make
      any
      attempt to call a special meeting of stockholders of the Company,
      (ii) submit any proposal for consideration at, or bring any other business
      before, any meeting of stockholders of the Company, or request that the Company
      include any proposals or nominees for election as members of the Board in any
      Company proxy statement, (iii) engage, or in any way participate, directly
      or indirectly, in any “solicitation” (as such term is defined in Rule 14a-1(l)
      promulgated by the SEC under the Exchange Act) of proxies or consents (whether
      or not relating to the election or removal of directors), seek to advise,
      encourage or influence any Person with respect to the voting of any Company
      securities (except in support of Board-approved proposals), or
      (iv) otherwise communicate with the Company’s stockholders or others
      pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act; provided,
      however,
      that
      nothing herein shall limit the ability of the Ramius Group to vote its voting
      securities on any matter submitted to a vote of the stockholders of the Company
      or announce its opposition to any Board-approved proposals not supported by
      Mr.
      Smith or limit the ability of the Ramius Nominees to exercise their rights
      as
      members of the Board while serving as members of the Board;

     

    
      
        
        

      

      
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    c. make
      any
      public announcement with respect to, or publicly offer to effect, seek or
      propose (with or without conditions), any merger, acquisition, consolidation,
      other business combination, restructuring, recapitalization, tender offer,
      exchange offer or other extraordinary transaction with or involving the Company
      or any of its subsidiaries or any of its or their securities or assets;
provided,
      however,
      that
      nothing herein shall limit the ability of the Ramius Group to issue any
      communication contemplated by Rule 14a-1(l)(2)(iv) stating how they intend
      to
      vote and the reasons therefor with respect to any extraordinary transaction
      of
      any kind or nature between the Company and any third party unaffiliated with
      the
      Ramius Group; provided
      further,
      that
      nothing contained herein shall limit the ability of the Ramius Group to file
      an
      amendment or amendments to its Schedule 13D regarding the Common Stock of
      the Company as required by law or to make other securities or tax filings as
      required by law so long as the Ramius Group does not enter into any contract,
      arrangement, understanding or relationship (legal or otherwise) with respect
      to
      the Company’s voting securities, or otherwise take any action, in violation of
      clauses (a)-(f) of Section 7 hereof;

     

    d. (i)
      form,
      join or in any way participate in a “group” as defined in Section 13(d)(3) of
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder, other than a “group” that includes all or some lesser
      number of persons identified as members of the Ramius Group, but does not
      include any other members who are not currently identified as members of the
      Ramius Group, (ii) enter into any negotiation, contract, arrangement,
      understanding or relationship (legal or otherwise) with any third parties,
      other
      than members of the Ramius Group solely with respect to the members of the
      Ramius Group, in connection with any of the foregoing or with respect to the
      voting of any voting securities of the Company, (iii) or otherwise deposit
      any
      voting securities of the Company in any voting trust or subject any voting
      securities of the Company to any arrangement or agreement with respect to the
      voting of any voting securities of the Company, except as expressly set forth
      in
      this Agreement; 

     

    e. publicly
      seek or publicly request permission to do any of the foregoing or to amend
      or
      waive any provision of Section 7 hereof (including any of clauses (a)-(f)
      hereof), or make any public announcement with respect to any of the foregoing;
      or

     

    f. take,
      or
      cause others to take, any actions inconsistent with Section 7 hereof (including
      any of clauses (a)-(f) hereof).

     

    8. a. Notwithstanding
      the foregoing, on and after the date that is 30 days prior to the last date
      on
      which a stockholder of the Company may nominate, in accordance with the
      applicable procedures set forth in the Company’s Bylaws (which pursuant to the
      Bylaws, as in effect as of the date of this Agreement, is the date that is
      sixty
      (60) days prior to the meeting of stockholders at which a member of the Board
      will be elected), a person for election as a member of the Board at the 2008
      Annual Meeting (such date, the “2008 Nomination
      Deadline Date”),
      the
      Ramius Group shall not be prohibited from (i) nominating up to two persons
      for election at the 2008 Annual Meeting to serve for a term of three years
      expiring at the Company’s 2011 Annual Meeting of Stockholders in accordance with
      the Company’s procedures set forth in its Bylaws for stockholders to nominate
      persons for election to the Board, (ii) soliciting proxies with respect to
      the voting securities of the Company with respect to such nominees, or
      (iii) taking any actions in connection with the nomination of persons in
      connection with the 2008 Annual Meeting, including requesting a stockholder
      list
      and related information, filing an amendment or amendments to its
      Schedule 13D regarding the Common Stock of the Company as required by law
      or taking any other action related to the solicitation of proxies or written
      consents or making any public filings or announcements in furtherance thereof;
      provided, however, in the event that either Mr. Smith or Mr. Anquillare is
      no
      longer a member of the Board at the time the Ramius Group nominates persons
      for
      election in connection with the 2008 Annual Meeting, then the Ramius Group
      shall
      be permitted to nominate up to three persons for election at the 2008 Annual
      Meeting; provided further, in the event that the size of the Board is increased
      beyond nine members, the Ramius Group shall be permitted to nominate a number
      of
      persons for election at the 2008 Annual Meeting that is equal to the number
      of
      directors up for election at the 2008 Annual Meeting.

     

    
      
        
        

      

      
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    a. The
      Company shall provide RCG Starboard Advisors, LLC, a Delaware limited liability
      company (“RCG
      Starboard”)
      notice
      (i) of the date of the 2008 Annual Meeting not less than 45 days prior to
      the 2008 Nomination Deadline Date, and (ii) any amendment of the Company’s
      Bylaws that changes the time period during which or procedures by which a
      stockholder may, in accordance with the applicable procedures set forth in
      the
      Company’s Bylaws, nominate a person for election as a member of the Board at an
      annual meeting of stockholders, within not more than four (4) business days
      after such amendment (the “Bylaw
      Amendment Notice”).
      In
      the event that any such amendment of the Company’s Bylaws results in a deadline
      for either nomination of directors that is a date prior to the date of receipt
      of the Bylaw Amendment Notice by RCG Starboard, then RCG Starboard shall have
      ten (10) days from the date of its receipt of the Bylaw Amendment Notice to
      nominate persons for election as members of the Board at the 2008 Annual
      Meeting.

     

    9. Following
      the execution of this Agreement, the Company shall issue the press release
      announcing the terms of this Agreement, in the form attached hereto as
      Exhibit A (the “Press
      Release”),
      and
      shall file a Current Report on Form 8-K with the SEC disclosing the terms of
      this Agreement and attaching as exhibits this Agreement and the Press Release.
      None of the Parties hereto will make any other public statements (including
      in
      any filing with the SEC or any other regulatory or governmental agency,
      including any stock exchange) that are inconsistent with, or otherwise contrary
      to, the statements in the Press Release. Neither the Ramius Group nor any of
      its
      members shall make any public statements (including in any filing with the
      SEC
      or any other regulatory or governmental agency, including any stock exchange),
      except that it may amend its Schedule 13D regarding the Common Stock (as
      amended, the “Schedule
      13D”)
      as
      required by law and in a manner consistent with this Agreement and not
      inconsistent with, or otherwise contrary to, the statements in the Press
      Release.

     

    10. The
      Company shall reimburse the Ramius Group for its reasonable, documented
      out-of-pocket fees and expenses incurred (including legal expenses) in
      connection with the Schedule 13D, matters related to the 2007 Annual
      Meeting and the negotiation and execution of this Agreement, provided that
      such
      reimbursement shall not exceed $37,500 in the aggregate.

     

    11. The
      Ramius Group shall cause its Affiliates to comply with the terms of this
      Agreement. Each member of the Ramius Group listed herein, on behalf of himself
      or itself, as applicable, represents and warrants to the Company that (a) as
      of
      the date hereof, the Ramius Group and each member of the Ramius Group
      beneficially owns the number of shares of Common Stock as described opposite
      his
      or its name on Schedule A and Schedule A includes all Affiliates of any members
      of the Ramius Group that own any securities of the Company beneficially or
      of
      record, (b) this Agreement has been duly and validly authorized, executed and
      delivered by such member, and constitutes a valid and binding obligation and
      agreement of such member, enforceable against such member in accordance with
      its
      terms, (c) each signatory to this Agreement by any member of the Ramius Group
      has the authority to execute the Agreement on behalf of himself and the
      applicable member of the Ramius Group associated with that signatory’s name, and
      to bind such member of the Ramius Group to the terms hereof, (d) no member
      of
      the Ramius Group is party to any agreements regarding the voting of disposition
      of shares of Common Stock, (e) the execution, delivery and performance of this
      Agreement by each member of the Ramius Group does not and will not violate
      or
      conflict with (i) any law, rule, regulation, order, judgment or decree
      applicable to it, or (ii) result in any breach or violation of or
      constitute a default (or an event which with notice or lapse of time or both
      could become a default) under or pursuant to, or result in the loss of a
      material benefit under, or give any right of termination, amendment,
      acceleration or cancellation of, any organizational document, agreement,
      contract, commitment, understanding or arrangement to which such member is
      a
      party or by which it is bound, and (f) no consent, approval, authorization,
      license or clearance of, or filing or registration with, or notification to,
      any
      court, legislative, executive or regulatory authority or agency is required
      in
      order to permit any member of the Ramius Group to perform such member’s
      obligations under this Agreement, except for such as have been
      obtained.

     

    
      
        
        

      

      
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    The
      Company represents and warrants to the Ramius Group that (a) the Company has
      the
      corporate power and authority to execute the Agreement and to bind it thereto,
      (b) this Agreement has been duly and validly authorized, executed and delivered
      by the Company, constitutes a valid and binding obligation and agreement of
      the
      Company, and is enforceable against the Company in accordance with its terms,
      (c) the execution, delivery and performance of this Agreement by the Company
      does not and will not violate or conflict with (i) any law, rule,
      regulation, order, judgment or decree applicable to it, or (ii) result in
      any breach or violation of or constitute a default (or an event which with
      notice or lapse of time or both could become a default) under or pursuant to,
      or
      result in the loss of a material benefit under, or give any right of
      termination, amendment, acceleration or cancellation of, any organizational
      document, agreement, contract, commitment, understanding or arrangement to
      which
      the Company is a party or by which it is bound and (d) no consent, approval,
      authorization, license or clearance of, or filing or registration with, or
      notification to, any court, legislative, executive or regulatory authority
      or
      agency is required in order to permit the Company to perform its obligations
      under this Agreement, except for such as have been obtained.

     

    12. This
      Agreement constitutes the entire agreement between the Parties with respect
      to
      the subject matter hereof and supersedes all prior agreements understandings,
      both written and oral, among the Parties with respect to the subject matter
      hereof. No amendment or other modification of this Agreement may be made except
      in writing signed by an authorized representative of each of the Company and
      RCG
      Starboard.

     

    13. If
      at any
      time subsequent to the date hereof, any provision of this Agreement shall be
      held by any court of competent jurisdiction to be illegal, void or
      unenforceable, such provision shall be of no force and effect, but the
      illegality or unenforceability of such provision shall have no effect upon
      the
      legality or enforceability of any other provision of this
      Agreement.

     

    14. Each
      of
      the Ramius Group and the Company acknowledges and agrees that irreparable injury
      to the other would occur in the event any its obligations under this Agreement
      were not performed in accordance with the specific terms hereof or it otherwise
      breached this Agreement and that such injury would not be adequately compensable
      in damages. It is accordingly agreed by each of the Parties that a Party so
      moving (the “Moving
      Party”)
      shall
      each be entitled to specific enforcement of (without the necessity of posting
      a
      bond or other security or proving actual damages), and injunctive relief to
      prevent any violation of (without the necessity of posting a bond or other
      security or proving actual damages), the terms of this Agreement and the other
      Parties hereto will not take action, directly or indirectly, in opposition
      to
      the Moving Party seeking such relief on the grounds that any other remedy or
      relief is available at law or in equity. This Section 13 shall not in any way
      affect a Party’s right to exercise its rights at law.

     

    
      
        
        

      

      
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    15. Certain
      of the Parties have agreed to execute a confidentiality agreement simultaneous
      with the execution of this Agreement regarding material nonpublic information
      shared with the Ramius Group (the “Confidentiality
      Agreement”).
      Under
      the terms of the Confidentiality Agreement, the Company has agreed that prior
      to
      the 2007 Annual Meeting it will not take any action that the Board considers
      material without first advising a Ramius Nominee regarding such
      action.

     

    16. Each
      member of the Ramius Group hereby irrevocably appoints RCG Starboard Advisors,
      LLC as such member’s attorney-in-fact and representative (the “Ramius
      Representative”),
      in
      such member’s place and stead, to do any and all things and to execute any and
      all agreements, instruments and other documents and any amendments,
      modifications and waivers hereto and thereto and to give and receive any and
      all
      notices or instructions in connection with this Agreement and the transactions
      contemplated hereby and thereby. The Company shall be entitled to rely, as
      being
      binding on each member of the Ramius Group, upon any action taken by the Ramius
      Representative or upon any document, notice, instruction or other writing given
      or executed by the Ramius Representative. Each member of the Ramius Group
      acknowledges and agrees that each agreement, covenant or other obligation of
      the
      Ramius Group hereunder shall be binding on such member of the Ramius
      Group.

     

    17. This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of Delaware without reference to the conflict of laws
      principles thereof. Each of the Parties hereto irrevocably agrees that any
      legal
      action or proceeding with respect to this Agreement and the rights and
      obligations arising hereunder, or for recognition and enforcement of any
      judgment in respect of this Agreement and the rights and obligations arising
      hereunder brought by the other party hereto or its successors or assigns, shall
      be brought and determined exclusively in the Delaware Court of Chancery and
      any
      state appellate court therefrom within the State of Delaware (or, if the
      Delaware Court of Chancery declines to accept, or determines that it does not
      have, jurisdiction over a particular matter, any state or federal court within
      the State of Delaware). Each of the Parties hereto hereby irrevocably submits
      with regard to any such action or proceeding for itself and in respect of its
      property, generally and unconditionally, to the personal jurisdiction of the
      aforesaid courts and agrees that it will not bring any action relating to this
      Agreement in any court other than the aforesaid courts. Each of the parties
      hereto hereby irrevocably waives, and agrees not to assert in any action or
      proceeding with respect to this Agreement, (i) any claim that it is not
      personally subject to the jurisdiction of the above-named courts for any reason,
      (ii) any claim that it or its property is exempt or immune from
      jurisdiction of any such court or from any legal process commenced in such
      courts (whether through service of notice, attachment prior to judgment,
      attachment in aid of execution of judgment, execution of judgment or otherwise)
      and (iii) to the fullest extent permitted by applicable legal requirements,
      any claim that (A) the suit, action or proceeding in such court is brought
      in an
      inconvenient forum, (B) the venue of such suit, action or proceeding is improper
      or (C) this Agreement, or the subject mater hereof, may not be enforced in
      or by
      such courts.

     

    18. This
      Agreement and any amendments hereto may be executed and delivered in one or
      more
      counterparts, and by the different parties hereto in separate counterparts,
      each
      of which when executed shall be deemed to be an original, but all of which
      taken
      together shall constitute one and the same agreement, and shall become effective
      when counterparts have been signed by each party hereto and delivered to the
      other parties hereto, it being understood that all parties need not sign the
      same counterpart. In the event that any signature to this Agreement or any
      amendment hereto is delivered by facsimile transmission or by e-mail delivery
      of
      a “.pdf” format data file, such signature shall create a valid and binding
      obligation of the party executing (or on whose behalf such signature is
      executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof. At the request of any party each other
      party shall promptly re-execute an original form of this Agreement or any
      amendment hereto and deliver the same to the other party. No party hereto shall
      raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data
      file to deliver a signature to this Agreement or any amendment hereto or the
      fact that such signature was transmitted or communicated through the use of
      a
      facsimile machine or e-mail delivery of a “.pdf” format data file as a defense
      to the formation or enforceability of a contract, and each party hereto forever
      waives any such defense.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    19. Any
      notices, consents, determinations, waivers or other communications required
      or
      permitted to be given under the terms of this Agreement must be in writing
      and
      will be deemed to have been delivered: (i) upon receipt, when delivered
      personally; (ii) upon receipt, when sent by facsimile (provided
      confirmation of transmission is mechanically or electronically generated and
      kept on file by the sending party); or (iii) one (1) Business Day after
      deposit with a nationally recognized overnight delivery service, in each case
      properly addressed to the party to receive the same. The addresses and facsimile
      numbers for such communications shall be:

     

    If
      to the
      Company:

     

    Kensey
      Nash Corporation

    735
      Pennsylvania Drive

    Exton,
      Pennsylvania 19341

    Attention:
      Joseph Kaufman

    Facsimile:
      484-713-2901

     

    With
      a
      copy to:

     

    Katten
      Muchin Rosenman LLP

    525
      W.
      Monroe Street 

    Chicago,
      Illinois 60661-3693 

    Attention:
      David Shevitz, Esq. and Mark D. Wood, Esq.

    Facsimile:
      312-902-1061

     

    If
      to the
      Ramius Group or any member of the Ramius Group:

     

    RCG
      Starboard Advisors, LLC

    c/o
      Ramius Capital Group, L.L.C.

    666
      Third
      Avenue, 26th
      Floor


    New
      York,
      New York 10017

    Attention:
      Jeffrey Smith

    Facsimile:
      212-201-4802

    


    With
      a
      copy to:

     

    Olshan
      Grundman Frome Rosenzweig & Wolosky LLP

    Park
      Avenue Tower

    65
      East
      55th
      Street

    New
      York,
      New York 10022

    Attention:
      Steven Wolosky, Esq.

    Facsimile:
      (212) 451-2222

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    20. This
      Agreement shall be binding upon and inure to the benefit of the Parties and
      their respective successors and assigns. No Party shall assign this Agreement
      or
      any rights or obligations hereunder without, with respect to any member of
      the
      Ramius Group, the prior written consent of the Company, and with respect to
      the
      Company, the prior written consent of RCG Starboard.

     

    21. The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      will
      be applied against any party. Unless the context otherwise requires, (a) all
      references to Sections or Schedules are to Sections or Schedules contained
      in or
      attached to this Agreement, (b) words in the singular or plural include the
      singular and plural and pronouns stated in either the masculine, the feminine
      or
      neuter gender shall include the masculine, feminine and neuter, and (c) the
      use
      of the word “including” in this Agreement shall be by way of example rather than
      limitation.

     

    [
      The
      remainder of this page intentionally left blank ]

     

     

     

     

    
 

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
      day
      and year first above written.

     

    
      	 	 	
              KENSEY
                NASH CORPORATION

            
	 	 	 
	 	 	
              By:

            	 
	 	 	 	
              Name:

            	
              Joseph
                W. Kaufmann

            
	 	 	 	
              Title:

            	
              Chief
                Executive Officer,

              President,
                Secretary

            


    

    


    


    
      	
              PARCHE,
                LLC

            	
              RCG
                STARBOARD ADVISORS, LLC

            
	 	 
	
              By:

            	
              RCG
                Starboard Advisors, LLC, its managing member

            	
              By:

            	
              Ramius
                Capital Group, L.L.C., its sole
                member

            


    

    


    


    
      	
              STARBOARD
                VALUE AND OPPORTUNITY MASTER FUND LTD.

            	
              RAMIUS
                CAPITAL GROUP, L.L.C.

               

              By:
                C4S & Co., L.L.C.,

                    
as
                managing member

            
	 	 
	
              By:

            	
              RCG
                Starboard Advisors, LLC, its

              investment
                manager

            	
               

              C4S
                & CO., L.L.C.

            


    

    


    


    
      	
              By:

            	  

	 	
              Name:

            	
              Jeffrey
                M. Solomon

            
	 	
              Title:

            	
              Authorized
                Signatory

            


    

    


    


    
      	 	 	 
	
              JEFFREY
                M. SOLOMON

            	 	
              PETER
                A. FELD

            
	 	 	 
	
              Individually
                and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas
                W.
                Strauss

            	 	 


    

    


    


    
      	 	 	 
	
              JEFFREY
                C. SMITH

            	 	 
	 	 	 
	
              Individually
                and as attorney-in-fact for Ceasar Anquillare

            	 	 


    

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
               

              By:
                Starboard Value and Opportunity Master Fund Ltd.

              


              By:
                ________________________________ 

              Name:
                Jeffrey M. Solomon

              Title:
                Authorized Signatory

              


              By:
                Parche, LLC 

              


              By:
                ________________________________ 

              Name:
                Jeffrey M. Solomon

              Title:
                Authorized Signatory

              


              By:
                RCG Enterprise, Ltd

              


              By:
                ________________________________ 

              Name:
                Jeffrey M. Solomon

              Title:
                Authorized Signatory

               

              By:
                RCG Starboard Advisors, LLC 

              


              By:
                ________________________________ 

              Name:
                Jeffrey M. Solomon

              Title:
                Authorized Signatory     

              


              By:
                Ramius Capital Group, L.L.C. 

               

              By:
                ________________________________

              Name:
                Jeffrey M. Solomon 

              Title:
                Authorized Signatory

              


              By:
                C4S & CO., L.L.C.

              


              By:
                ________________________________ 

              Name:
                Jeffrey M. Solomon

              Title:
                Authorized Signatory

              


            


    

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    SCHEDULE
      A

     

    The
      Ramius Group

     

    
      	
              Parche,
                LLC

            	
              397,720

            
	
              Starboard
                Value and Opportunity Master Fund Ltd.

            	
              2,088,020

            
	
              RGC
                Starboard Advisors, LLC

            	
              2,485,740

            
	
              Ramius
                Capital Group, L.L.C.

            	
              2,485,740

            
	
              C4S
                & CO., LLC

            	
              2,485,740

            
	
              RCG
                Enterprise, Ltd 

            	
              0

            
	
              Peter
                A. Cohen

            	
              2,485,740

            
	
              Morgan
                B. Stark

            	
              2,485,740

            
	
              Jeffrey
                M. Solomon

            	
              2,485,740

            
	
              Thomas
                W. Strauss

            	
              2,485,740

            
	
              Ceasar
                Anquillare

            	
              0

            
	
              Peter
                A. Feld

            	
              0

            
	
              Jeffrey
                C. Smith

            	
              0

            


    

     

    
 

    
      
        
        

      

      
        13