Exhibit 10.44
 S.A.C. PEI CB Investment, L.P.  c/o Walkers SPV Limited  Walker House, 87 Mary Street  George Town, Grand Cayman  Ky1-9002, Cayman Islands
 th
  Memorandum of Understanding
for S.A.C. PEI CB Investment, L.P. Redemption Transaction
 Agreement Transaction Lehman Brothers Commercial
Corporation Asia Limited LBCCA Liquidators S.A.C. Private
Equity Investors, L.P. SAC PEI S.A.C. PEI CB Investment, L.P. Company S.A.C. PEI CB Investment GP, Limited General Partner Interests CBay Shares CBay
 TERMS
 Transaction Structure:
    
    The Transaction is being executed
on February 2, 2011.Equity Contribution. Immediately prior to the
Closing (as defined in the section labelled Closing
below, SAC PEI has, directly or indirectly, made or
caused to be made, an equity contribution (the
Contribution) in the aggregate amount of US$13.7
million in cash to the Company in exchange for
additional newly issued limited partnership interests
in the Company. LBCCA hereby consents to the making
of the




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Contribution and waives any rights to object
to the Contribution or to participation in making the
Contribution under the Third Amended and Restated
Exempted Limited Partnership Agreement of the
Company, dated as of August 5, 2008, among the
parties thereto (the Limited Partnership
Agreement).Redemption of LBCCAs Interests in the Company;
Retained CBay Shares. Promptly following the
Contribution, the Company will redeem all of LBCCAs
Interests in the Company in exchange for (i) an
amount equal to US$13,700,000 in cash and (ii)
4,228,584 shares of CBay (the Retained CBay Shares)
owned of record and beneficially by the Company (the
Redemption), after giving effect to the 4-1/2:1
stock split (the CBay Stock-Split) contemplated in
the Offering described below. Alternatively, at the
Companys election (provided that such election does
not result in LBCCA incurring or potentially
incurring any additional liabilities, including,
without limitation, tax liabilities), in lieu of the
Redemption, the Company may elect to make a non-pro
rata cash and in-kind distribution to LBCCA of (i) an
amount equal to US$13.7 million in cash and (ii)
4,228,584 shares of CBay owned of record and
beneficially by the Company (after giving effect to
the CBay Stock Split) followed by a redemption of
LBCCAs Interests in the Company for US$1 (the
Distribution). SAC PEI and the General Partner
hereby waive any rights that they may have (pursuant
to the Limited Partnership Agreement or otherwise) to
pro rata treatment with respect to the Redemption or
Distribution. The parties hereby irrevocably and
unconditionally agree that upon the occurrence of
such Redemption or Distribution, LBCCA will no longer
be a party to the Limited Partnership Agreement and,
accordingly, LBCCA shall have no further rights or
obligations with respect to the Company, including as
a limited partner in the Company, or rights or
obligations under the Limited Partnership Agreement,
including, without limitation, with respect to
restrictions on transfer under the Limited
Partnership Agreement. The parties acknowledge and
agree that following the Redemption or Distribution,
(i) the parties will have no recourse against LBCCA
under the Limited Partnership Agreement, including,
for the avoidance of doubt, but not limited to, any
rights that the Company might have otherwise had
pursuant to clauses 5.2(b) and 6.1 of the Limited
Partnership Agreement and (ii) LBCCA will have no
recourse against any of the parties under the Limited
Partnership Agreement, including, for the avoidance
of doubt, but not limited to, any rights that LBCCA
might have otherwise had pursuant to clause 4.4 of
the Limited Partnership Agreement; provided, however,
that, notwithstanding the foregoing, in respect only
of claims made by third parties (e.g., other than
LBCCA, the Company or CBay), clause 4.4 of the
Limited Partnership Agreement (as provided under
clause 4.4(e) of the Limited Partnership Agreement),
as in effect on the date hereof, shall be deemed to
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survive (with this transaction being deemed a
termination for such purposes). The Company
acknowledges and agrees that all amounts to be paid
pursuant to this letter agreement shall be paid in
full, without set-off or deduction and hereby
acknowledges and agrees that it is not owed any
amounts from LBCCA under the Limited Partnership
Agreement. Promptly following the Closing of the
Redemption or Distribution, as the case may be, the
parties shall execute and deliver a novation
agreement, in form and substance reasonably
satisfactory to them, evidencing the termination of
the Limited Partnership Agreement in respect of
LBCCA. The parties agree that, except for the
Consulting Agreement or as otherwise expressly set
forth in this Agreement, it is the intention of the
parties that all other agreements and arrangements
related to LBCCAs participation as a limited partner
in the Company shall be terminated, whether set forth
in the Limited Partnership Agreement or otherwise.Entry into Lock-up Agreement. Simultaneously with the
Redemption or Distribution, LBCCA will enter into a
lockup agreement in the form attached as Exhibit A
hereto (the Lock-Up Agreement). CBay will procure
that the Company will enter into a lock-up agreement
in substantially the same form as the Lock-Up
Agreement and no such lock-up agreement entered into
by the Company will contain any more favourable or
less restrictive terms in any material respect than
the Lock-Up Agreement.Proxy Agreement. LBCCA agrees that, for the period
that LBCCA beneficially owns any of the CBay Shares
(it being agreed that except for the Lockup Agreement
and compliance with US Securities laws nothing herein
shall limit or restrict in any manner the ability of
LBCCA to transfer or otherwise dispose of the
Retained CBay Shares at any time in its sole
discretion), the Company or its designee is hereby
granted an irrevocable proxy with respect to such
CBay Shares to vote and cause to be voted at any
meeting of shareholders or by written consent any (i)
Retained CBay Shares or (ii) CBay Shares issued
pursuant to the Consulting Agreement (as defined
below), in favour of the board nominees designated by
the Company (or any of its affiliates) to the Board
of Directors of CBay (or its successor) or by CBay
(or any nominating committee thereof). Such proxy
entitles the Company or its designee to vote LBCCAs
CBay Shares in favour of directors. LBCCA will not
directly or indirectly vote against any such
director. Such proxy is deemed to be coupled with an
interest. If, for any reason, the proxy is
unenforceable, LBCCA will agree to vote its shares
for CBay directors as directed by the Company. For
the avoidance of doubt, the proxy granted herein does
not confer any right to vote on any matter other than
the election of directors as set forth above., The
foregoing proxy and agreement to vote may be
terminated at any time by the Company, by written
notice to
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LBCCA.Rights under the Consulting Agreement. Any rights
and obligations of LBCCA accrued or arising under the
Agreement, dated as of August 19, 2008, by and among
CBay, S.A.C. PEI CB Investment II, LLC and LBCCA (the
Consulting Agreement), including without limitation
the Annual LBCCA Payment and reimbursement of
Out-of-Pocket Expenses as such terms are defined in
the Consulting Agreement, shall be unaffected by this
Transaction. The parties acknowledge that they are
each expressly reserving all of their respective
rights in relation to the Consulting Agreement and
nothing in this letter or the Closing of the
Transaction, shall amend, vary or extinguish such
rights.The Closing:
    
    Closing of the Transaction including the Redemption
or Distribution, payment of the US$13.7 million to
LBCCA and issuance of 4,228,584 shares in CBay (after
giving effect to the CBay Stock Split) to LBCCA will
take place as soon as possible following execution of
this Agreement (the Closing).The Offering:
    
    CBay proposes to carry out an underwritten public
offering of CBay Shares, including through any
related overallotment option (the Offering), for
which one or more investment banking firms will act
as the representative of the underwriters. CBay and
LBCCA agree that LBCCA may, at LBCCAs sole
discretion, sell up to 2,222,222 of the Retained CBay
Shares as part of the Firm Offer (as defined in the
underwriters agreement to be entered into between
amongst others Lazard Capital Markets LLC and
Macquarie Capital (USA) LLC and Macquarie Capital
(USA) Inc. (together, the Representatives), CBay,
the Company and LBCCA (the Underwriting Agreement))
in the Offering, subject to the Representatives
right to reduce such number of shares. If, in the
Representatives reasonable opinion, the number of
securities requested to be included in the Offering
(including primary shares offered by CBay or any
other security holder) exceeds the number which can
reasonably be sold in such Offering within an
acceptable price range, it may reduce the number of
Retained CBay Shares that LBCCA may sell; provided,
however, that the Representative will first be
required to attempt to reduce the number of CBay
Shares offered therein by parties other than LBCCA
and if it is unable to reduce other parties CBay
Shares being sold into the Offering first, then it
may, proportionate with other parties, reduce the
number of CBay Shares being sold into the Offering by
LBCCA. LBCCA will be required to execute the
Underwriting Agreement (together with a side letter
varying certain matters set out in the Underwriting
Agreement) and such other agreements as LBCCA and the
Representatives mutually agree. LBCCA will not be
required to sell any shares or bring down
representations and warranties in the Option
Closing(as
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defined in the Underwriters Agreement).
LBCCA acknowledges and agrees that the Offering may
not take place at all or on the terms contemplated
hereby. If for any reason LBCCA does not sell its
Retained CBay Shares in the Offering, such shares
shall remain Retained CBay Shares for purposes of
this Agreement.Any CBay Shares beneficially owned by LBCCA but not
sold in the Offering may be freely transferred or
otherwise disposed of by LBCCA following the
Offering, subject to the termination or prior waiver
of the Lock-Up Agreement and to applicable securities
laws.CBay will procure that LBCCA has the benefit of
reliance on any SEC rule 10b-5 opinions issued by
CBays counsel in connection with the Offering,
provided that LBCCA is a selling stockholder in such
Offering and a party to the Underwriting Agreement.OTHER TERMS AND CONDITIONSSecurities Law Matters:
    
    Rule 144 Matters.(a) CBay agrees that following the Offering, CBay
will use its commercially reasonable efforts to file
such reports required to be filed by it under the
Securities Act and the Exchange Act and the rules
promulgated thereunder and to take such further
action as required by Rule 144 to the extent required
from time to time to enable LBCCA to sell the
Retained CBay Shares without registration under the
Securities Act, within the limitation of the
exemptions provided by Rule 144. This clause (a)
will expire 12 months from the date of the Offering.
(b) CBay agrees that following the Offering it will
use commercially reasonable efforts to, at CBays own
cost, cause its general counsel or an outside legal
counsel reasonably acceptable to the transfer agent
of CBay to issue legal opinions on behalf of LBCCA as
reasonably requested by LBCCA so that any restrictive
legend placed on the certificates of the Retained
CBay Shares held by LBCCA may be removed in
connection with any sale of such Retained CBay Shares
pursuant to Rule 144.(c) If, during the six (6) months following the
Closing, there is (i) a sale or conveyance by CBay of
all or a substantial portion of its assets, (ii) an
acquisition of CBay by another person by means of
merger, consolidation, share sale or another form of
corporate reorganisation in which the Retained CBay
Shares are exchanged for other securities or other
consideration, or (iii) any person becomes the
beneficial owner (as defined in Rule 13d-3 of the
Exchange Act), directly or indirectly, of securities
of
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CBay representing fifty percent (50%) or more of
the total voting power of CBay (a CBay Change of
Control Event), CBay agrees to take such reasonable
actions as may be necessary or appropriate to ensure
that the Retained CBay Shares held by LBCCA before
the consummation of such CBay Change of Control Event
are not adversely affected relative to other holders
of CBay Shares in connection with such CBay Change of
Control Event.Expenses:
    
    Each of the parties shall pay its own expenses
incurred by or on its behalf related to the
Transaction (including, but not limited to,
reasonable fees and expenses of each of their
counsel, accountants and financial advisors).The Liquidators:
    
    The Liquidators have entered into and signed this
letter and would sign any separate agreement solely
as agents for and on behalf of LBCCA. In their
capacity as Liquidators, none of the Liquidators,
their firm, officers, directors, staff, partners,
employees, agents, advisors and representatives shall
have any personal liability whatsoever in respect of
(a) any of the obligations undertaken by LBCCA; (b)
any failure on the part of LBCCA to observe, perform
or comply with any such obligations; (c) under or in
relation to any associated arrangements or
negotiations; or (d) under any document or assurance
made pursuant to this letter or any definitive
agreement. Each party acknowledges and agrees that
(a) in their capacity as liquidators, the Liquidators
are parties to this letter and any definitive
agreement solely for the purpose of obtaining the
benefit of each provision of this Agreement in their
favour; and (b) the Liquidators are the agents of
LBCCA and shall incur no personal liability from
acting in the capacity of agents or otherwise, nor
shall any claim arise against any of them otherwise
than against LBCCA.
 Representations and Warranties of LBCCA
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Representations and Warranties of the Company and the General Partner
 Representations and Warranties of SAC PEI
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Representations and Warranties of CBay.
 Further Assurance.
 Commercially Reasonable Efforts.
 Amendment.
 Miscellaneous
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Very truly yours,
S.A.C. PEI CB INVESTMENT, L.P.,
acting by its general partner
S.A.C. PEI CB INVESTMENT GP, LIMITEDBy:
    /s/ Peter NussbaumName:
    Peter NussbaumTitle:
    Authorized Signatory Accepted,
Agreed and Acknowledged as of February 2, 2011:SIGNED by Brough, PJ one of the Liquidators
    
    
    )for and on behalf of
    
    
    )LEHMAN BROTHERS COMMERCIAL
    
    
    )CORPORATION ASIA LIMITED
    
    
    )acting without personal liability
    
    
    )in the presence of
    
    
    )
 /s/
Andrew Payne
Name: Andrew PayneTitle:
Solicitor/Registered Foreign Lawyer
 SIGNED by Brough, PJ one of the Liquidators
    
    
    )for and on behalf of all of them
    
    
    )acting without personal liability, solely to take the benefit
    
    
    )of this letter, in the presence of
    
    
    )
 /s/
Andrew Payne
Name: Andrew PayneTitle:
Solicitor/Registered Foreign Lawyer
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S.A.C. PRIVATE EQUITY INVESTORS, L.P.By:
    
    S.A.C. Private Equity GP, L.P., its general partnerBy:
    
    S.A.C. Capital Management, LLC, its general partnerBy:
    
    /s/ Peter Nussbaum

Name: Peter NussbaumTitle: Authorized SignatoryS.A.C. PEI CB INVESTMENT GP, LIMITEDBy:
    
    /s/ Peter Nussbaum

Name: Peter NussbaumTitle: Authorized SignatoryCBAYSYSTEMS HOLDINGS LIMITEDBy:
    
    /s/ Clyde Swoger

Name: Clyde SwogerTitle: Chief Financial Officer
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