X0303 4 2009-01-28 0 0001017813 CAREGUIDE INC CGDE 0001321250 Pacala Mark L C/O ESSEX WOODLANDS HEALTH VENTURES 21 WATERWAY AVENUE, SUITE 225 THE WOODLANDS TX 77380 1 0 1 0 0001120812 ESSEX WOODLANDS HEALTH VENTURES FUND V LP 21 WATERWAY AVENUE, SUITE 225 THE WOODLANDS TX 77380 0 0 1 0 0001110080 ESSEX WOODLANDS HEALTH VENTURES FUND IV L P 21 WATERWAY AVENUE, SUITE 225 THE WOODLANDS TX 77380 0 0 1 0 Series A Preferred Stock 0.12 2009-01-28 4 P 0 166667 0.60 A 2009-01-28 Common Stock 833335 479167 I By Fund Series A Preferred Stock 0.12 2009-01-28 4 P 0 500000 0.60 A 2009-01-28 Common Stock 2500000 1437500 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. Securities are owned of record by Essex Woodlands Health Ventures Fund IV, L.P. Mark L. Pacala, one of Issuer's directors, is a manager of entities affiliated with Essex Woodlands Health Ventures IV, L.L.C, the general partner of Essex Woodlands Health Ventures Fund IV, L.P., and therefore may be deemed to beneficially own the securities owned by Essex Woodlands Health Ventures Fund IV, L.P. Mr. Pacala disclaims beneficial ownership of the reported securities herein except to the extent of his pecuniary interest therein. Securities are owned of record by Essex Woodlands Health Ventures Fund V, L.P. Mark L. Pacala, one of Issuer's directors, is a manager of entities affiliated with Essex Woodlands Health Ventures V, L.L.C, the general partner of Essex Woodlands Health Ventures Fund V, L.P., and therefore may be deemed to beneficially own the securities owned by Essex Woodlands Health Ventures Fund V, L.P. Mr. Pacala 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 /s/ Brian F. Leaf, attorney-in-fact 2009-01-30 /s/ Brian F. Leaf, attorney-in-fact 2009-01-30