X0303 4 2009-01-28 0 0001017813 CAREGUIDE INC CGDE 0001318047 WAXMAN ALBERT S C/O PSILOS GROUP MANAGERS, L.L.C. 140 BROADWAY, 51ST FLOOR NEW YORK NY 10005 1 0 1 0 0001351691 PSILOS GROUP PARTNERS II, L.P. 140 BROADWAY, 51ST FLOOR NEW YORK NY 10011 0 0 1 0 0001082390 PSILOS GROUP PARTNERS L P 140 BROADWAY, 51ST FLOOR NEW YORK NY 10011 0 0 1 0 Series A Preferred Stock 0.12 2009-01-28 4 P 0 2500000 0.60 A 2009-01-28 Common Stock 12500000 2500000 I By fund Series A Preferred Stock 0.12 2009-01-28 4 P 0 58333 0.60 A 2009-01-28 Common Stock 291665 58333 I By fund Series A Preferred Stock 0.12 2009-01-28 4 P 0 58333 0.60 A 2009-01-28 Common Stock 291665 1725001 I By fund The shares of Series A Preferred Stock are initially convertible into shares of the issuer's common stock on a 5-for-1 basis. The Series A Preferred Stock has no expiration date. Shares are owned of record by Psilos/ CareGuide Investment, L.P., Albert S. Waxman, a director of the issuer, is the senior managing member of Psilos Group Investors III, LLC, the general partner of Psilos/ CareGuide Investment, L.P., and therefore may be deemed to beneficially own the securities owned by Psilos/ CareGuide Investment, L.P. Dr. Waxman disclaims beneficial ownership of the reported securities herein except to the extent of his pecuniary interest therein. Shares are owned of record by Psilos Group Partners, L.P., Albert S. Waxman, a director of the issuer, is the senior managing member of Psilos Group Investors, LLC, the general partner of Psilos Group Partners, L.P., and therefore may be deemed to beneficially own the securities owned by Psilos Group Partners, L.P. Dr. Waxman disclaims beneficial ownership of the reported securities herein except to the extent of his pecuniary interest therein. Shares are owned of record by Psilos Group Partners II, L.P., Albert S. Waxman, a director of the issuer, is the senior managing member of Psilos Group Investors II, LLC, the general partner of Psilos Group Partners II, L.P., and therefore may be deemed to beneficially own the securities owned by Psilos Group Partners II, L.P. Dr. Waxman disclaims beneficial ownership of the reported securities herein except to the extent of his pecuniary interest therein. /s/ Brian F. Leaf, attorney-in-fact 2009-01-30 Brian F. Leaf, attorney-in-fact 2009-01-30 Brian F. Leaf, attorney-in-fact 2009-01-30