THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Kinetic Concepts, Inc. (KCI)

4/27/2006 Proxy Information

Dr. Leininger, Blum Capital Partners, L.P., each together with their respective affiliates, own greater than 5% of our outstanding common stock as of April 15, 2006. Blum Capital Partners, L.P. and its related parties are affiliated with Colin Lind, a current KCI director. Mr. Lind also owns a minority interest in Blum Capital Partners and certain affiliated funds. Dr. Leininger is a current director of KCI and Chairman Emeritus of the Board of Directors. KCI provides Dr. Leininger with office space and administrative assistance at its corporate headquarters.

The shareholder agreement among KCI, Blum Capital Partners, L.P., Dr. Leininger, their respective related parties, and certain other parties, was amended and restated in January 2005. Under the amended shareholder agreement, we are required to file a shelf registration statement permitting the continuous resale of securities from time to time upon written request. We are also required to indemnify them for designated liability under the securities laws.

On August 11, 2003, we issued to Fremont Partners, L.P., Blum Capital Partners, L.P., and Dr. Leininger, and their respective related affiliates, an aggregate of $190.0 million of the Series A convertible preferred stock that we offered in connection with the 2003 recapitalization. In addition, we issued to John P. Byrnes, Harry R. Jacobson, M.D., David J. Simpson and C. Thomas Smith, all of whom are non-employee directors of KCI, an aggregate $1.8 million of the Series A convertible preferred stock that we offered in connection with the 2003 recapitalization. As a result of the initial public offering, Fremont Partners, L.P., Blum Capital Partners L.P. and Dr. Leininger, and their respective related parties, received cumulative preferred dividends paid-in-kind through December 31, 2005 of $49.3 million and, immediately thereafter, all outstanding shares of our preferred stock were automatically converted into shares of our common stock.

A member of our Board of Directors, David J. Simpson, is an officer of Stryker Corporation, with which we conduct business on a limited basis. During fiscal 2005 we purchased approximately $2.3 million in hospital bed frames from Stryker. During fiscal 2005, we also sold approximately $77,000 of therapeutic surfaces to Stryker. The transactions between KCI and Stryker are not material to either party. Moreover, our relationship with Stryker predates Mr. Simpson's election to our Board. We have had a business relationship with Stryker since 1994 and Mr. Simpson joined our Board of Directors in 2003.

C. Thomas Smith became a member of our Board of Directors in April 2003, after he had retired as the Chief Executive Officer and President of VHA Inc. VHA Inc. is affiliated with Novation, LLC., a group purchasing organization with which we have had major supply contracts since the 1980s. During fiscal 2005, we received approximately $159.6 million in V.A.C. and therapeutic surfaces revenues under our Novation contracts.

A member of our Board of Directors, Harry R. Jacobson, M.D., is the Vice Chancellor for Health Affairs of Vanderbilt University, with which we conduct business on a limited basis. During fiscal 2005, we sold approximately $1.5 million of therapeutic surfaces to Vanderbilt University.

4/25/2005 Proxy Information

Dr. Leininger, Fremont Partners, L.P., Blum Capital Partners, L.P., each together with their respective affiliates, own greater than 5% of our outstanding common stock as of April 1, 2005. Fremont Partners, L.P. and its related parties are affiliated with Robert Jaunich and James Farrell, former KCI directors who served on the Board during 2004. Blum Capital Partners, L.P. and its related parties are affiliated with Colin Lind, a current KCI director. Mr. Lind also owns a minority interest in Blum Capital Partners and certain affiliated funds. Dr. Leininger is a current director of KCI and Chairman Emeritus of the Board of Directors. KCI provides Dr. Leininger with office space and secretarial assistance at its corporate headquarters. Each of Fremont Partners, Blum Capital Partners, Dr. Leininger and their respective affiliates participated as selling shareholders in our common stock offerings during 2004. We paid all of the selling shareholders' fees and expenses in connection with both offerings, excluding underwriters' discounts and commissions. Two members of our Board of Directors, Mr. Ware and Mr. Steen own small passive investments in funds affiliated with Fremont Partners, L.P.

The shareholder agreement among KCI, Fremont Partners, L.P., Blum Capital Partners, L.P., Dr. Leininger and their respective related parties, was amended and restated in January 2005. Under the amended shareholder agreement, we are required to file a shelf registration statement permitting the continuous resale of securities from time to time upon written request. We are also required to indemnify them for designated liability under the securities laws.

As a result of the February 2004 initial public offering, each of the holders of our preferred stock, including, among others, Fremont Partners, L.P., Blum Capital Partners, L.P. and Dr. Leininger and their respective related parties, and four of our non-employee directors, John P. Byrnes, Harry R. Jacobson, M.D., David J. Simpson and C. Thomas Smith and their respective related parties, received accelerated preferred dividends paid in kind in the following approximate amounts: Fremont Partners, L.P.—$18 million; Blum Capital Partners, L.P.—$11.9 million; Dr. Leininger—$15.2 million; Mr. Byrnes—$237,000; Dr. Jacobson—$119,000; Mr. Simpson—$59,000; Mr. Smith—$10,000. Immediately after the issuance of in-kind dividends, all outstanding shares of our preferred stock were automatically converted into shares of our common stock in connection with the consummation of the initial public offering.

A member of our Board of Directors, David J. Simpson, is an officer of Stryker Corporation, with which we conduct business on a limited basis. During 2004 we purchased approximately $2.8 million in hospital bed frames from Stryker. During 2004, we also sold approximately $210,000 of therapeutic surfaces to Stryker. The transactions between KCI and Stryker are not material to either party. Moreover, our relationship with Stryker predates Mr. Simpson's election to our Board. We have had a business relationship with Stryker since 1994 and Mr. Simpson joined our Board of Directors in 2003.

2/22/2005 10K Information

Pursuant to a Management Services Agreement entered into in November 1997 by and among KCI and our primary shareholders, Fremont Partners, Dr. Leininger and Blum Capital Partners, we made semi-annual payments to each of Fremont Partners, Dr. Leininger and Blum Capital Partners of approximately $300,000, $250,000 and $200,000 respectively, as a management fee. On August 11, 2003, as part of the recapitalization, we amended the Management Services Agreement to, among other things, terminate the management fee.

We issued to Fremont Partners, L.P., Blum Capital Partners, L.P., and Dr. Leininger, and their respective related affiliates, an aggregate of $190.0 million of the Series A convertible preferred stock that we offered in connection with the 2003 recapitalization. In addition, we issued to John P. Byrnes, Harry R. Jacobson, M.D., David J. Simpson and C. Thomas Smith, all of whom are non-employee directors of ours, an aggregate $1.8 million of the Series A convertible preferred stock that we offered in connection with such recapitalization. As a result of the initial public offering, Fremont Partners, L.P., Blum Capital Partners L.P., and Dr. Leininger, and their respective related parties, received cumulative preferred dividends paid-in-kind through December 31, 2005 of $49.3 million and, immediately thereafter, all outstanding shares of our preferred stock were automatically converted into shares of our common stock.

A member of our Board of Directors, David J. Simpson, is an officer of Stryker Corporation, with which we conduct business on a limited basis. During fiscal 2004, 2003 and 2002, we purchased approximately $2.8 million, $2.5 million and $3.6 million in hospital bed frames from Stryker, respectively. During those same periods, we sold approximately $313,000, $246,000 and $220,000 of therapeutic surfaces to Stryker, respectively.

C. Thomas Smith became a member of our board of directors in April 2003, after he had retired as the Chief Executive Officer and President of VHA Inc. VHA Inc. is affiliated with Novation, LLC. Novation is a GPO with which we have had major supply contracts since the 1980s. During fiscal 2004, 2003 and 2002, respectively, we received approximately $145.3 million, $128.7 million and $113.1 million in V.A.C. and therapeutic surfaces revenues under our Novation contracts.

3/29/2004 10K Information

KCI is owned principally by three shareholders: Fremont Partners, L.P., Dr. James R. Leininger, Blum Capital Partners, L.P., and their respective related parties. On February 27, 2004, we completed an initial public offering of our common stock. In connection with the offering, Fremont Partners, L.P. and its related parties, Blum Capital Partners, L.P. and its related parties, and Dr. Leininger sold 8,275,495, 5,466,855 and 3,457,650 shares of our common stock, respectively. These shareholders participated as selling shareholders in our initial public offering pursuant to the exercise of their piggyback registration rights in the Shareholder Rights Agreement entered into in 1997, as amended, by and among KCI, Dr. Leininger and affiliates of Fremont Partners and Blum Capital Partners. The Shareholder Rights Agreement provides for, among other things, "demand" and "piggy-back" registration rights, restrictions on transfer of the shares of common stock, rights of first offer, "tag-along" rights and "bring-along" rights.

As of March 10, 2004, Fremont Partners, Dr. Leininger and Blum Capital Partners beneficially owned approximately 21%, 23% and 14% of the outstanding voting stock of KCI, respectively. Together, these shareholders have the power to appoint the entire board of directors, and to control the affairs of KCI. Pursuant to the Shareholder Rights Agreement, the following representatives of our principal shareholders serve on the board of directors:

•Mr. Jaunich, a Managing Partner of Fremont Partners, serving in the capacity of Chairman of the Board;

•Dr. Leininger, serving in the capacity of Chairman Emeritus;

•Mr. Farrell, a Managing Partner of Fremont Partners; and

•Mr. Lind, a Managing Director of Blum Capital Partners.

Mr. Farrell and Mr. Jaunich each own a minority interest in Fremont Partners and certain affiliated funds. Messrs. Ware, Noll and Steen also own small passive investments in funds affiliated with Fremont Partners. Mr. Lind owns a minority interest in Blum Capital Partners and certain affiliated funds.

Pursuant to a Management Services Agreement entered into in November 1997 by and among KCI, Fremont Partners, Dr. Leininger and Blum Capital Partners, we have made semi-annual payments to each of Fremont Partners, Dr. Leininger and Blum Capital Partners of approximately $300,000, $250,000 and $200,000 respectively, as a management fee. On August 11, 2003, we amended the Management Services Agreement to, among other things, terminate the management fee and continue to provide for indemnification and reimbursement of expenses. We made final management fee payments of $300,000, $250,000 and $200,000 in July and August 2003, relating to services performed through June 30, 2003. KCI will indemnify each of Fremont Partners and Blum Capital Partners and their respective directors, members, officers, employees, agents, representatives and affiliates and Dr. Leininger and his employees, agents, representatives and affiliates for losses, damages, costs or expenses which they may suffer arising out of their performance of services under the Management Services Agreement, provided that they will not be indemnified for losses resulting primarily from their gross negligence or willful misconduct.

We issued to Fremont Partners, Blum Capital Partners, and Dr. Leininger, and their affiliates, an aggregate of $190.0 million of the Series A convertible preferred stock that we offered in connection with the recapitalization. In addition, we issued to John P. Byrnes, Harry R. Jacobson, M.D., David J. Simpson and C. Thomas Smith, all of whom are non-employee directors of KCI, an aggregate $1.8 million of the Series A convertible preferred stock that we offered in connection with the recapitalization. All outstanding shares of our preferred stock automatically converted into shares of our common stock upon the closing of the initial public offering of our common stock.

In connection with the preferred stock issuance, Fremont Partners, Blum Capital Partners, and Dr. Leininger, and their affiliates, along with certain other non-employee directors to whom we concurrently issued additional preferred stock as part of the recapitalization, entered into an Investors' Rights Agreement with us. The Investors' Rights Agreement provides for, among other things, "piggy-back" registration rights, restrictions on transfer of the shares of preferred stock, rights of first offer, "tag-along" rights and "bring-along" rights. The restrictions on transfer, rights of first offer, "tag-along" rights and "bring-along" rights terminated upon the closing of our initial public offering. The "piggyback" registration rights of each party under the Investor Rights Agreement will expire once all shares held by such party may be sold in any 90-day period pursuant to Rule 144.

The board of directors approved the payment of bonuses to the CEO and management pursuant to the CEO Special Bonus Plan and the 2000 Special Bonus Plan in an aggregate amount equal to approximately $18.7 million in connection with the initial public offering of our common stock. Of the $18.7 million, the named executive officers have received approximately $14.2 million, and 74 other employees have received an aggregate of approximately $4.5 million. Of the $14.2 million in bonuses to be made to the named executive officers, Mr. Ware received $13.0 million, Mr. Rush received approximately $416,300, Mr. Fashek received approximately $268,500, Mr. Noll received approximately $345,600, and Mr. Menten has received $150,000.

A member of our Board of Directors, David J. Simpson, is an officer of Stryker Corporation, with which we conduct business on a limited basis. During fiscal 2003, 2002, and 2001, we purchased approximately $2.5 million, $3.6 million and $1.5 million in hospital bed frames from Stryker, respectively. During those same periods, we sold approximately $246,000, $220,000 and $340,000 of therapeutic surfaces to Stryker, respectively. The transactions between KCI and Stryker are not material to either party. Moreover, our relationship with Stryker predates Mr. Simpson's election to our Board. We have had a business relationship with Stryker since 1994 and Mr. Simpson joined our Board of Directors in 2003.

Dr. Peter Leininger, the brother of Dr. James R. Leininger, who is one of our major shareholders, has a consulting agreement with us. Dr. Peter Leininger served us in a variety of senior positions from 1978 to 1997 and consults with us on medical matters. From January 1990 to November 1994, Dr. Leininger served as President and Chief Executive Officer of of Kinetic Concepts, Inc. The consulting agreement has a one-year term.

Under the consulting agreement, Dr. Peter Leininger receives an annual fee of $10,000 per year and is entitled to retain the stock options which were granted to him during his employment with us. We have paid Dr. Peter Leininger $250,000 to resolve a dispute concerning a stock option granted to him which expired. Dr. Peter Leininger used the $250,000 to pay the exercise price and associated federal income taxes on certain of his stock options which he exercised in January 2004.

A member of our board of directors, C. Thomas Smith, became a member of our board of directors in April 2003, after he had retired as the Chief Executive Officer and President of VHA Inc. VHA Inc. is affiliated with Novation, LLC. Novation is a GPO with which we have had major supply contracts since the 1980s. During fiscal 2001, 2002 and 2003, respectively, we received approximately $109.9 million, $113.1 million and $128.7 million in V.A.C. and therapeutic surfaces revenues under our Novation contracts.