0001445305-12-003031 Sample Contracts

LIMITED LIABILITY COMPANY AGREEMENT OF KCI USA REAL HOLDINGS, L.L.C. Organized under the Delaware Limited Liability Company Act
Limited Liability Company Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures

THIS LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement”) hereby is entered into and adopted effective as of December 13, 2001, by KCI USA, Inc., a Delaware corporation, as the initial Member (as defined below) of KCI USA Real Holdings, L.L.C., a Delaware limited liability company (the “Company”).

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LIMITED PARTNERSHIP AGREEMENT OF KCI PROPERTIES LIMITED
Limited Partnership Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures

THIS LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) is entered into by and between KCI USA Real Holdings, L.L.C., a Delaware limited liability company, as the general partner, and KCI Real Holdings, L.L.C., a Delaware limited liability company, as the sole limited partner.

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November 2, 2011
Merger Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures
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KEY EMPLOYEE RETENTION AGREEMENT
Key Employee Retention Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Texas

This Key Employee Retention Agreement (the "Agreement") is effective as of January 2008 (the "Effective Date"), by and between Teresa A. Johnson (the "Employee"), and Kinetic Concepts, Inc. ("KCI" or the "Company") (together the "Parties").

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CHIRON GUERNSEY GP CO. LIMITED and CHIRON GUERNSEY HOLDINGS L.P. INC. acting by its general partner CHIRON HOLDINGS GP, INC. and DENISE FALLAIZE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT relating to CHIRON GUERNSEY L.P. INC.
Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures
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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Amended And • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • New Jersey

This Amended and Restated Employment Agreement (“Agreement”), dated November 4, 2011 is entered into by and between LIFECELL CORPORATION, a Delaware corporation, having its principal place of business at One Millennium Way, Branchburg, New Jersey 08876 (“Employer”), and LISA COLLERAN (“Employee”).

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Contract
KCI Animal Health, LLC • October 1st, 2012 • Miscellaneous furniture & fixtures

The Securities and Exchange Commission100 F Street, NE Washington, DC 20549 (the “Recipient”) 1 October 2012 Dear Sirs Chiron Guernsey GP Co. Limited (company number 54155) (“Finance GP”)Centaur Guernsey L.P. Inc. (limited partnership number 1545) (“Finance LP”)

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EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENT
Equity Incentive Plan Profits Interest Unit Award Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Delaware

This Profits Interest Unit Award Agreement (this “Agreement”), is made as of [_______], 2011 (hereinafter referred to as the “Date of Grant”), between Chiron Guernsey Holdings L.P. Inc., a Guernsey limited partnership (the “Partnership”), and Joe Woody (the “Participant”):

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EXECUTIVE EQUITY INCENTIVE PLAN PROFITS INTEREST UNIT AWARD AGREEMENT
Profits Interest Unit Award Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Delaware

This Profits Interest Unit Award Agreement (this “Agreement”), is made as of [_______], 2011 (hereinafter referred to as the “Date of Grant”), between Chiron Guernsey Holdings L.P. Inc., a Guernsey limited partnership (the “Partnership”), and ________ (the “Participant”):

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EXECUTIVE RETENTION AGREEMENT
Executive Retention Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Texas

This Executive Retention Agreement (the "Agreement") is effective as of April 7, 2011 (the "Effective Date"), by and between John T. Bibb (the "Executive"), and Kinetic Concepts, Inc. ("KCI") (together the "Parties").

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CHIRON GUERNSEY HOLDINGS L.P. INC. PROFITS INTEREST UNIT AWARD AND AMENDMENT AGREEMENT
Profits Interest Unit Award and Amendment Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures

This Profits Interest Unit Award and Amendment Agreement (this “Agreement”), is made as of July [●], 2012, between Chiron Guernsey Holdings L.P. Inc., a Guernsey limited partnership (the “Partnership”), and [●] (the “Participant”):

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LIMITED LIABILITY COMPANY AGREEMENT OF TECHNIMOTION, LLC
Limited Liability Company Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Delaware

This Limited Liability Company Agreement (as amended from time to time, the “Agreement”), dated as of December ___, 2010, is hereby duly adopted as the limited liability company agreement of Technimotion, LLC, a Delaware limited liability company (the “Company”), by KCI USA, Inc., a Delaware corporation, the initial sole member (the “Member”) of the Company.

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ASSET PURCHASE AGREEMENT dated as of August 14, 2012 by and between KINETIC CONCEPTS, INC. and GETINGE AB
Asset Purchase Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • New York
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EMPLOYMENT AGREEMENT
Employment Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Texas

EMPLOYMENT AGREEMENT (the “Agreement”) dated November 10, 2011 by and between Kinetic Concepts, Inc. (the “Company”) and Joe Woody (the “Executive”).

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FIRST AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF
Limited Partnership Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Texas

This First Amendment to the Limited Partnership Agreement of KCI Real Property Limited (the “Company” and this amendment, the “Amendment”), dated effective October 27, 2011, is by and between KCI USA Real Holdings, L.L.C., a Delaware limited liability company (the “General Partner”), and KCI Real Holdings, L.L.C., a Delaware limited liability company (the “Limited Partner” and, together with the General Partner, the “Partners”).

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LIMITED LIABILITY COMPANY AGREEMENT OF KCI ANIMAL HEALTH, LLC
Limited Liability Company Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Delaware

This Limited Liability Company Agreement (as amended from time to time, the “Agreement”), dated as of September ___, 2010, is hereby duly adopted as the limited liability company agreement of KCI Animal Health, LLC, a Delaware limited liability company (the “Company”), by KCI USA, Inc., a Delaware corporation, the initial sole member (the “Member”) of the Company.

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FIRST AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF
Limited Partnership Agreement • October 1st, 2012 • KCI Animal Health, LLC • Miscellaneous furniture & fixtures • Texas

This First Amendment to the Limited Partnership Agreement of KCI Properties Limited (the “Company” and this amendment, the “Amendment”), dated effective October 27, 2011, is by and between KCI USA Real Holdings, L.L.C., a Delaware limited liability company (the “General Partner”), and KCI Real Holdings, L.L.C., a Delaware limited liability company (the “Limited Partner” and, together with the General Partner, the “Partners”).

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