X0202 4 2007-12-04 0 0001337013 InfuSystem Holdings, Inc HAPN.OB 0001281446 GREAT POINT PARTNERS LLC 165 MASON STREET, 3RD FLOOR GREENWICH CT 06830 0 0 1 0 0001239607 JAY JEFFREY R GREAT POINT PARTNERS LLC 165 MASON STRET, 3RD FLOOR GREENWICH CT 06830 0 0 1 0 0001397513 KROIN DAVID GREAT POINT PARTNERS LLC 165 MASON STREET, 3RD FLOOR GREENWICH CT 06830 0 0 1 0 Common Stock 2007-12-04 4 X 0 810000 A 2430000 I By Biomedical Value Fund, L.P. Common Stock 2007-12-04 4 X 0 690000 A 2070000 I By Biomedical Offshore Value Fund, L.P. Option (right to buy) 2007-12-04 4 X 0 810000 0 D Common Stock 810000 0 I By Biomedical Value Fund, L.P. Option (right to buy) 2007-12-04 4 X 0 690000 0 D Common Stock 690000 0 I By Biomedical Offshore Value Fund, L.P. Option (right to buy) Warrant 899999.64 899999.64 I By Biomedical Value Fund, L.P. Option (right to buy) Warrant 766666.36 766666.36 I By Biomedical Offshore Value Fund, L.P. Option (right to buy) 6.25 2011-04-11 Common Stock 899999.64 899999.64 I By Biomedical Value Fund, L.P. Option (right to buy) 6.25 2011-04-11 Common Stock 766666.36 766666.36 I By Biomedical Offshore Value Fund, L.P. Great Point Partners, LLC is the investment manager of Biomedical Value Fund, L.P. ("BMVF") and by virtue of such status may be deemed to be the beneficial owner of the shares, options and warrants held by BMVF. Each of Dr. Jeffrey R. Jay, M.D. (Dr. "Jay"), as senior managing member of Great Point, and Mr. David Kroin ("Mr. Kroin"), as special managing member of Great Point, has voting and investment power with respect to the shares held by BMVF and may be deemed to be the beneficial owner of the shares, options and warrants held by BMVF. Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the shares, options and warrants held by BMVF, except to the extent of any pecuniary interest, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities. Great Point is the investment manager of Biomedical Offshore Value Fund, Ltd. ("BOVF") and by virtue of such status may be deemed to be the beneficial owner of the shares, options and warrants held by BOVF. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the shares held by BOVF and may be deemed to be the beneficial owner of the shares, options and warrants held by BOVF. Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the shares, options and warrants held by BOVF, except to the extent of any pecuniary interest, and this report shall not be deemed to be an admission that they are the beneficial owners of such securities. $.000000667 per share. Exercisable immediately. Not applicable. $.0000006. On October 15, 2007, BMVF was assigned options to acquire warrants to purchase 899,999.64 shares of Common Stock of the Issuer by Great Point. Great Point acquired such options to acquire such warrants pursuant to an Option Agreement, dated as of October 12, 2007 (the "FTN Option Agreement"), by and between Great Point and FTN Midwest Securities Corp. Pursuant to the FTN Option Agreement, such options to acquire such warrants are exercisable upon the satisfaction of certain conditions, including (1) the approval, by the requisite vote of the holders of the Issuer's Common Stock, of the acquisition by the Issuer of InfuSystems, Inc., (2) the consummation of such acquisition and (3) the trading price for per of Common Stock of the Issuer equaling or exceeding $8.00 for any 20 out of 30 consecutive trading days. On October 15, 2007, BOVF was assigned options to acquire warrants to purchase 766,666.36 shares of Common Stock of the Issuer by Great Point. Great Point acquired such options to acquire warrants pursuant to the FTN Option Agreement. Pursuant to the FTN Option Agreement, such options to acquire such warrants are exercisable upon the satisfaction of certain conditions, including (1) the approval, by the requisite vote of the holders of the Issuer's Common Stock, of the acquisition by the Issuer of InfuSystems, Inc., (2) the consummation of such acquisition and (3) the trading price for per of Common Stock of the Issuer equaling or exceeding $8.00 for any 20 out of 30 consecutive trading days. The exercise price of the warrants is subject to adjustment for dividends with respect to, or subdivisions, combinations, reclassifications of, the Issuer's common stock. /s/ Dr. Jeffrey R. Jay, M.D., Senior Managing Member 2007-12-05 /s/ Dr. Jeffrey R. Jay, M.D. 2007-12-05 /s/ Mr. David Kroin 2007-12-05