0001557939-15-000014 Sample Contracts

KEY EMPLOYEE RETENTION AGREEMENT
Key Employee Retention Agreement • March 11th, 2015 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus • Texas

This Key Employee Retention Agreement (the "Agreement") is effective as of January 1, 2013 (the "Effective Date"), by and between David Ball (the "Employee"), and Kinetic Concepts, Inc. (the "Company") (together the "Parties").

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KEY EMPLOYEE RETENTION AGREEMENT
Key Employee Retention Agreement • March 11th, 2015 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus • Texas

This Key Employee Retention Agreement (the "Agreement") is effective as of September 1, 2007 (the "Effective Date"), by and between Brian Busenlehner (the "Employee"), and Kinetic Concepts, Inc. ("KCI" or the "Company") (together the "Parties").

SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • March 11th, 2015 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus • Texas

This Separation and Release Agreement (this "Release Agreement") confirms the terms of the separation of your employment from LifeCell Corporation and any of its affiliates and subsidiaries (the "Company").

AMENDMENT NO. 6 TO CREDIT AGREEMENT
Credit Agreement • March 11th, 2015 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus • New York

AMENDMENT NO. 6, dated as of March 10, 2015 (this “Amendment”), by and among the Co-Borrowers, the Guarantors, the Parent GP, the Required Lenders and the Administrative Agent, to the Credit Agreement, dated as of November 4, 2011, as amended by Amendment No. 1 to Credit Agreement, dated November 7, 2012, Amendment No. 2 to Credit Agreement, dated June 14, 2013, Amendment No. 3 to Credit Agreement, dated October 28, 2013, Amendment No. 4 to Credit Agreement, dated November 15, 2013, and Amendment No. 5 to Credit Agreement, dated January 22, 2014, among CHIRON MERGER SUB, INC., a Texas corporation, KINETIC CONCEPTS, INC., a Texas corporation (the “Lead Borrower”), KCI USA, INC., a Delaware corporation (“KCI USA” and, together with the Lead Borrower, the “Co-Borrowers”), CHIRON HOLDINGS, INC., a Delaware corporation, CHIRON TOPCO, INC., a Delaware corporation, ACELITY L.P. INC., a Guernsey limited partnership, solely with respect to Sections 5.01 through 5.04, 7.13 and 8.01 of the Credit

FIRST AMENDMENT TO EXECUTIVE RETENTION AGREEMENT
Executive Retention Agreement • March 11th, 2015 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus

In connection with that Executive Retention Agreement (“Agreement”) by and between Kinetic Concepts, Inc. (the “Company”) and John T. Bibb (“Executive”), dated effective as of April 7, 2011, the Company and Executive have agreed that the following changes to the Agreement (in bold) have been made effective as of July 16, 2014:

CONFIDENTIAL
Acelity L.P. Inc. • March 11th, 2015 • Surgical & medical instruments & apparatus

Kinetic Concepts, Inc., the parent company of KCI Medical S.r.l. ("KCI") is pleased to provide you with this KCI Stay Bonus Agreement (the "Agreement"), which is designed to incentivize your retention, and continued high performance and dedication following the recent announcement of organizational changes. This Agreement provides for the payment of a retention or stay incentive, under certain conditions, as discussed more fully below.

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