0001557939-16-000077 Sample Contracts

SERVICES AGREEMENT
Services Agreement • March 7th, 2016 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus • Delaware

This SERVICES AGREEMENT (this “Agreement”) is entered into as of November 4, 2011, by and between Kinetic Concepts, Inc., a Texas corporation (the “Company”), and Chiron Topco, Inc., a Delaware corporation (the “Service Provider”).

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MATERIAL EVENT SERVICES AGREEMENT
Material Event Services Agreement • March 7th, 2016 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus • Delaware

This MATERIAL EVENT SERVICES AGREEMENT (this “Agreement”) is entered into as of November 4, 2011, by and between Kinetic Concepts, Inc., a Texas corporation (the “Company”), and Apax Partners, L.P., a Delaware limited partnership with offices located at 601 Lexington Avenue, 53rd Floor, New York, NY 10022 (the “Service Provider”).

KEY EMPLOYEE RETENTION AGREEMENT
Key Employee Retention Agreement • March 7th, 2016 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus • Texas

This Key Employee Retention Agreement (the "Agreement") is effective as of March 6, 2015 (the "Effective Date"), by and between Gaurav Agarwal (the "Employee"), and Kinetic Concepts, Inc. (the "Company") (together the "Parties").

EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENT
Equity Incentive Plan Profits Interest Unit Award Agreement • March 7th, 2016 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus • Delaware

This Profits Interest Unit Award Agreement (this “Agreement”) is made as of ________ hereinafter referred to as the “Date of Grant”), between Chiron Guernsey Holdings L.P. Inc., a Guernsey limited partnership (the “Partnership”), and ________ (the “Participant”):

EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENT
Equity Incentive Plan Profits Interest Unit Award Agreement • March 7th, 2016 • Acelity L.P. Inc. • Surgical & medical instruments & apparatus • Delaware

This Profits Interest Unit Award Agreement (this “Agreement”) is made as of July 22, 2015 (hereinafter referred to as the “Date of Grant”), between Chiron Guernsey Holdings L.P. Inc., a Guernsey limited partnership (the “Partnership”), and ________ (the “Participant”):

Personal and Confidential
Acelity L.P. Inc. • March 7th, 2016 • Surgical & medical instruments & apparatus

This offer is being made by Kinetic Concepts, Inc., the parent company of KCI Medical S.r.l. (“KCI”). Following your execution of this letter of understanding, we will provide you with a form of an Italian employment agreement with KCI Medical S.r.l. This employment will reflect the new terms and conditions of being offered to you, as described below, and will also incorporate the other terms and conditions of your current employment agreement.

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