EX-10.2






THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”) AND MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE
BEEN REGISTERED FOR SALE PURSUANT TO THE ACT, (II) SUCH SECURITIES MAY BE SOLD WITHOUT RESTRICTION
PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE ACT OR
QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.



SUBJECT TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL BE VOID AFTER 5:00 P.M.
EASTERN TIME ON JANUARY 21, 2016 (THE “EXPIRATION DATE”).



No.[      ]



PET DRX CORPORATION




WARRANT TO PURCHASE [_______] SHARES OF

COMMON STOCK, PAR VALUE $0.0001 PER SHARE




For VALUE RECEIVED, [      ] (“Warrantholder”), is entitled to purchase,
subject to the provisions of this Warrant, from Pet DRx Corporation., a Delaware corporation
(“Company”), at any time from and after the date on which the Stockholder Approval shall
have been obtained (the “Commencement Date”); provided that in any event this Warrant shall
be exercisable immediately prior to and/or in connection with a Change of Control (as defined in
the Notes), and not later than 5:00 P.M., Eastern time, on the Expiration Date (as defined above),
at an exercise price per share equal to $0.10 (the exercise price in effect being herein called the
“Warrant Price”), [      ] shares (“Warrant Shares”) of the Company’s Common Stock,
par value $0.0001 per share (“Common Stock”). The number of Warrant Shares purchasable
upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to
time as described herein. This Warrant is being issued pursuant to the Purchase Agreement, dated
as of January 21, 2009 (the “Purchase Agreement”), among the Company and the initial
holders of the Company Warrants (as defined in Section 20 hereof). Capitalized terms used herein
have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined
herein.



Section 1. Registration. The Company shall maintain books for the transfer and
registration of the Company Warrants. Upon the initial issuance of this Warrant, the Company shall
issue and register this Warrant in the name of the Warrantholder.



Section 2. Transfers. As provided herein, this Warrant may be transferred only
pursuant to a registration statement filed under the Securities Act of 1933, as amended (the
“Securities Act”), or an exemption from such registration. Subject to such restrictions,
the Company shall transfer this Warrant from time to time upon the books to be maintained by the
Company for that purpose, upon surrender hereof for transfer, properly endorsed or accompanied by
appropriate instructions for transfer and such other documents as may be reasonably required by the
Company, including, if required by the Company, an opinion of its counsel reasonably satisfactory
to the Company to the effect that such transfer is exempt from the registration requirements of the
Securities Act, to establish that such transfer is being made in accordance with the terms hereof,
and a new Warrant shall be issued to the transferee and the surrendered Warrant shall be canceled
by the Company. Notwithstanding anything to the contrary contained herein, prior to January 21,
2010, the Warrants (or, upon the exercise thereof, the Warrant Shares) shall not be transferable to
any Person, other than to an Investor or an Affiliate thereof and other than to any Person for
estate planning purposes, without the consent of Galen and Camden, provided that in all events such
transfers shall be made in accordance with the terms hereof and applicable federal and state
securities laws.



Section 3. Exercise of Warrant. Subject to the provisions hereof, the Warrantholder
may exercise this Warrant, in whole or in part, prior to its expiration upon surrender of the
Warrant, together with delivery of a duly executed Warrant exercise form, in the form attached
hereto as Appendix A (the “Exercise Agreement”) and payment by cash, certified check or
wire transfer of funds (or by cashless exercise as provided below) of the aggregate Warrant Price
for that number of Warrant Shares then being purchased, to the Company during normal business hours
on any Business Day at the Company’s principal executive offices (or such other office or agency of
the Company as it may designate by notice to the Warrantholder). The Warrant Shares so purchased
shall be deemed to be issued to the Warrantholder or the Warrantholder’s designee, as the record
owner of such shares, as of the close of business on the date on which this Warrant shall have been
surrendered (or the date evidence of loss, theft or destruction thereof and security or indemnity
satisfactory to the Company has been provided to the Company), the Warrant Price shall have been
paid and the completed Exercise Agreement shall have been delivered. Certificates for the Warrant
Shares so purchased shall be delivered to the Warrantholder within a reasonable time, not exceeding
three (3) Business Days, after this Warrant shall have been so exercised. The certificates so
delivered shall be in such denominations as may be requested by the Warrantholder and shall be
registered in the name of the Warrantholder or such other name as shall be designated by the
Warrantholder, as specified in the Exercise Agreement. If this Warrant shall have been exercised
only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time
of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the right
to purchase the number of shares with respect to which this Warrant shall not then have been
exercised. Each exercise hereof shall constitute the re-affirmation by the Warrantholder that the
representations and warranties contained in Section 5.1 of the Purchase Agreement are true and
correct in all material respects with respect to the Warrantholder as of the time of such exercise.



In the event that a Change of Control (as defined in the Notes) occurs prior to the Expiration
Date, the Company may elect to redeem as of the effective time of the Change of Control (the
“Redemption Date”) this Warrant at a cash redemption price (the “Redemption Price”)
equal to the product of (i) the number of shares of Common Stock into which this Warrant would have
been exercisable if the Warrant was fully exercisable on the Redemption Date and (ii) the amount,
if any, by which the Fair Market Value of the consideration per share to be received by holders of
Common Stock in connection with such Change of Control as of the Redemption Date exceeds the
Warrant Price in effect immediately prior to the effective time of the Change of Control. For
purposes of determining such “Fair Market Value”, (i) publicly traded securities shall be deemed to
have a Fair Market Value equal to their Market Price, and (ii) any other securities or other assets
shall be deemed to have a Fair Market Value equal to the fair market value thereof as determined by
the Board in the good faith exercise of its reasonable business judgment. In the event that the
Stockholder Approval has not been obtained prior to such Change of Control, then the Company shall
redeem this Warrant on the Redemption Date at the Redemption Price. The Company shall provide
written notice to the Warrantholder of any pending Change of Control not less than 15 days prior to
the effective date of such Change of Control, which notice shall include the Company’s estimate of
the Redemption Price. On the Redemption Date, the Company shall pay the Redemption Price to the
Warrantholder in immediately available funds to an account previously specified in writing by the
Warrantholder. The Warrantholder shall not be required to surrender this Warrant prior to payment
of the Redemption Price. Upon the payment in full of the Redemption Price to the Warrantholder as
provided in this Section 3, this Warrant shall be deemed to have been extinguished and shall no
longer be outstanding for any purpose.



In the event the Company fails to obtain the Stockholder Approval on or before October 31,
2009, then upon any repayment to any holder of the Notes pursuant to Section 3(c) thereof, the
Company shall redeem this Warrant, at the Warrantholder’s election, at a cash redemption price
equal to the Default Redemption Price defined below. The “Default Redemption Price” shall
equal (i) minus (ii) where (i) equals the product of (A) the number of shares of Common
Stock into which this Warrant would have been exercisable if this Warrant was fully exercisable on
the repayment date and (B) the average of the Market Prices of the Common Stock for the five (5)
Trading Days ending on October 31, 2009, and (ii) equals the Warrant Price in effect immediately
prior to the repayment date. Notwithstanding the foregoing, the Company shall not be required to
redeem this Warrant pursuant to this Section 3 unless (i) each of the Investors (as defined in the
Purchase Agreement) has fulfilled its obligations pursuant to the voting agreement obligations
under Section 5.2 of the Purchase Agreement and (ii) the Warrantholder certifies in its election
notice that during the ten (10) Trading Days (x) ending on October 31, 2009 or (y) prior to the
repayment date for this Warrant, as the case may be, neither it nor its Affiliates has directly or
indirectly engaged in any transaction that would be reported as a purchase on Form 4 under the 1934
Act (whether or not the Warrantholder is then subject to Section 16 under the 1934 Act), or
participating in any arrangement or understanding with any other Person.



Immediately upon the repayment of the Notes following an Event of Default under the Notes (as
defined therein) prior to the receipt by the Company of the Stockholder Approval, the Company shall
redeem this Warrant, at the Warrantholder’s election, unless the Company shall have notified the
Warrantholder at the time the Notes are repaid, that it may immediately exercise this Warrant
(regardless of whether the Commencement Date has occurred), at a cash redemption price equal to the
Default Redemption Price.



The Company shall have the right, at its option, to redeem at any such time of its choosing
(the “Optional Redemption Date”) this Warrant at a cash redemption price (the “Optional
Redemption Price”) equal to (i) the product of (A) twelve and one-half (12.5) and (B) the
applicable Warrant Price less (ii) the Warrant Price. The Company shall provide ten (10) days’
written notice to the Warrantholder prior to the Optional Redemption Date, which notice shall
include the Company’s estimate of the Optional Redemption Price and a representation that the
Company has sufficient cash on hand or committed to pay the Optional Redemption Price on the
Optional Redemption Date. On the Optional Redemption Date, the Company shall pay the Optional
Redemption Price to the Warrantholder in immediately available funds to an account previously
specified in writing by the Warrantholder. The Warrantholder shall not be required to surrender
this Warrant prior to payment of the Optional Redemption Price. Upon the payment in full of the
Optional Redemption Price to the Warrantholder as provided in this Section 3, this Warrant shall be
deemed to have been extinguished and shall no longer be outstanding for any purpose.



Section 4. Compliance with the Securities Act of 1933. Except as provided in the
Purchase Agreement, the Company may cause the legend set forth on the first page of this Warrant to
be set forth on each Company Warrant, and a similar legend on any security issued or issuable upon
exercise of this Warrant, unless counsel for the Company is of the opinion as to any such security
that such legend is unnecessary.



Section 5. Payment of Taxes. The Company will pay any documentary stamp taxes
attributable to the initial issuance of Warrant Shares issuable upon the exercise of this Warrant;
provided, however, that the Company shall not be required to pay any tax or taxes which may be
payable in respect of any transfer involved in the issuance or delivery of any certificates for
Warrant Shares in a name other than that of the Warrantholder in respect of which such shares are
issued, and in such case, the Company shall not be required to issue or deliver any certificate for
Warrant Shares or any Company Warrant until the person requesting the same has paid to the Company
the amount of such tax or has established to the Company’s reasonable satisfaction that such tax
has been paid. The Warrantholder shall be responsible for income taxes due under federal, state or
other law, if any such tax is due.



Section 6. Mutilated or Missing Warrants. In case this Warrant shall be mutilated,
lost, stolen, or destroyed, the Company shall issue in exchange and substitution of and upon
surrender and cancellation of the mutilated Warrant, or in lieu of and substitution for the Warrant
lost, stolen or destroyed, a new Warrant of like tenor and for the purchase of a like number of
Warrant Shares, but only upon receipt of evidence reasonably satisfactory to the Company of such
loss, theft or destruction of the Warrant, and with respect to a lost, stolen or destroyed Warrant,
reasonable indemnity or bond with respect thereto, if requested by the Company.



Section 7. Reservation of Common Stock. The Company hereby represents and warrants
that, from and after the date of the receipt of the Stockholder Approval, there will have been
reserved, and the Company shall at all applicable times keep reserved until issued (if necessary)
as contemplated by this Section 7, out of the authorized and unissued shares of Common Stock,
sufficient shares to provide for the exercise of the rights of purchase represented by this
Warrant. The Company agrees that all Warrant Shares issued upon due exercise of this Warrant shall
be, at the time of delivery of the certificates for such Warrant Shares, duly authorized, validly
issued, fully paid and non-assessable shares of Common Stock of the Company.



Section 8. Adjustments. Subject and pursuant to the provisions of this Section 8, the
Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment
from time to time as set forth hereinafter.



(a) If the Company shall, at any time or from time to time while this Warrant is outstanding,
pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its
outstanding shares of Common Stock into a greater number of shares or combine its outstanding
shares of Common Stock into a smaller number of shares or issue by reclassification of its
outstanding shares of Common Stock any shares of its capital stock (including any such
reclassification in connection with a consolidation or merger in which the Company is the
continuing corporation), then (i) the Warrant Price in effect immediately prior to the date on
which such change shall become effective shall be adjusted by multiplying such Warrant Price by a
fraction, the numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such change and the denominator of which shall be the number of shares of
Common Stock outstanding immediately after giving effect to such change and (ii) the number of
Warrant Shares purchasable upon exercise of this Warrant shall be adjusted by multiplying the
number of Warrant Shares purchasable upon exercise of this Warrant immediately prior to the date on
which such change shall become effective by a fraction, the numerator of which is shall be the
Warrant Price in effect immediately prior to the date on which such change shall become effective
and the denominator of which shall be the Warrant Price in effect immediately after giving effect
to such change, calculated in accordance with clause (i) above. Such adjustments shall be made
successively whenever any event listed above shall occur.



(b) If any capital reorganization, reclassification of the capital stock of the Company,
consolidation or merger of the Company with another corporation in which the Company is not the
survivor, or sale, transfer or other disposition of all or substantially all of the Company’s
assets to another corporation shall be effected, and this Warrant is not redeemed pursuant to
Section 3 in connection therewith, then, as a condition of such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be
made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the
basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares
immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or
assets as would have been issuable or payable with respect to or in exchange for a number of
Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise
of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or
other disposition not taken place, and in any such case appropriate provision shall be made with
respect to the rights and interests of each Warrantholder to the end that the provisions hereof
(including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be
applicable, as nearly equivalent as may be practicable in relation to any shares of stock,
securities or assets thereafter deliverable upon the exercise hereof. The Company shall not effect
any such consolidation, merger, sale, transfer or other disposition unless prior to or
simultaneously with the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring
such assets or other appropriate corporation or entity shall assume the obligation to deliver to
the Warrantholder, at the last address of the Warrantholder appearing on the books of the Company,
such shares of stock, securities or assets as, in accordance with the foregoing provisions, the
Warrantholder may be entitled to purchase, and the other obligations under this Warrant. The
provisions of this paragraph (b) shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, sales, transfers or other dispositions.



(c) In case the Company shall fix a payment date for the making of a distribution to all
holders of Common Stock (including any such distribution made in connection with a consolidation or
merger in which the Company is the continuing corporation) of evidences of indebtedness or assets
(other than cash dividends or cash distributions payable out of consolidated earnings or earned
surplus or dividends or distributions referred to in Section 8(a)), or subscription rights or
warrants, the Warrant Price to be in effect after such payment date shall be determined by
multiplying the Warrant Price in effect immediately prior to such payment date by a fraction, the
numerator of which shall be the total number of shares of Common Stock outstanding multiplied by
the Market Price (as defined below) per share of Common Stock immediately prior to such payment
date, less the fair market value (as determined by the Company’s Board of Directors in good faith)
of said assets or evidences of indebtedness so distributed, or of such subscription rights or
warrants, and the denominator of which shall be the total number of shares of Common Stock
outstanding multiplied by such Market Price per share of Common Stock immediately prior to such
payment date. “Market Price” as of a particular date (the “Valuation Date”) shall
mean the following: (a) if the Common Stock is then listed on the Nasdaq Global Market or the
Nasdaq Capital Market (“Nasdaq”) or any other national stock exchange, the closing sale
price of one share of Common Stock on such exchange on the last trading day prior to the Valuation
Date; (b) if the Common Stock is then quoted on the Financial Industry Regulatory Authority, Inc.
OTC Bulletin Board (the “Bulletin Board”) or such similar quotation system or association,
the closing sale price of one share of Common Stock on the Bulletin Board or such other quotation
system or association on the last trading day prior to the Valuation Date or, if no such closing
sale price is available, the average of the high bid and the low asked price quoted thereon on the
last trading day prior to the Valuation Date; or (c) if the Common Stock is not then listed on a
national stock exchange or quoted on the Bulletin Board or such other quotation system or
association, the fair market value of one share of Common Stock as of the Valuation Date, as
determined in good faith by the Board of Directors of the Company and the Warrantholder. If the
Common Stock is not then listed on a national securities exchange, the Bulletin Board or such other
quotation system or association, the Board of Directors of the Company shall respond promptly, in
writing, to an inquiry by the Warrantholder prior to the exercise hereunder as to the fair market
value of a share of Common Stock as determined by the Board of Directors of the Company. In the
event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the
fair market value in respect of subpart (c) of this paragraph, the Company and the Warrantholder
shall jointly select an appraiser, who is experienced in such matters. The decision of such
appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by
the Company and the Warrantholder. Such adjustment shall be made successively whenever such a
payment date is fixed.



(d) An adjustment to the Warrant Price shall become effective immediately after the payment
date in the case of each dividend or distribution and immediately after the effective date of each
other event which requires an adjustment.



(e) In the event that, as a result of an adjustment made pursuant to this Section 8, the
Warrantholder shall become entitled to receive any shares of capital stock of the Company other
than shares of Common Stock, the number of such other shares so receivable upon exercise of this
Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in
this Warrant.



(f) Except as provided in subsection (g) hereof, subject to the prior written consent of the
Majority Holders, if and whenever the Company shall issue or sell, or is deemed to have issued or
sold, any shares of Common Stock or in any manner grant any Notes or other rights to subscribe for
or to purchase, or any options for the purchase of, Common Stock or any stock or security
convertible into or exchangeable for Common Stock (whether or not such option or convertible
security is immediately exercisable) for no consideration or for a consideration per share less
than the Warrant Price in effect immediately prior to the time of such issue or sale, then and in
each such case (a “Trigger Issuance”) the then-existing Warrant Price, shall be reduced, as
of the close of business on the effective date of the Trigger Issuance, to a price equal to the
consideration per share received (or deemed received) for such Trigger Issuance. Upon any
adjustment to the Warrant Price pursuant to this Section 8(f), the number of Warrant Shares
purchasable hereunder shall be adjusted by multiplying such number by a fraction, the numerator of
which shall be the Warrant Price in effect immediately prior to such adjustment and the denominator
of which shall be the Warrant Price in effect immediately thereafter.



(g) Anything herein to the contrary notwithstanding, the Company shall not be required to make
any adjustment of the Warrant Price in the case of the issuance of (A) capital stock, Options or
Convertible Securities issued to directors, officers, employees or consultants of the Company in
connection with their service as directors of the Company, their employment by the Company or their
retention as consultants by the Company pursuant to an equity compensation program approved by the
Board of Directors of the Company or the compensation committee of the Board of Directors of the
Company, (B) shares of Common Stock issued upon the conversion or exercise of Options or
Convertible Securities issued prior to the date hereof, provided such securities are not amended
after the date hereof to increase the number of shares of Common Stock issuable thereunder or to
lower the exercise or conversion price thereof, (C) securities issued pursuant to the Purchase
Agreement and securities issued upon the exercise or conversion of those securities, and (D) shares
of Common Stock issued or issuable by reason of a dividend, stock split or other distribution on
shares of Common Stock (but only to the extent that such a dividend, split or distribution results
in an adjustment in the Warrant Price pursuant to the other provisions of this Warrant).



(h) To the extent permitted by applicable law and the listing requirements of any stock market
or exchange on which the Common Stock is then listed, the Company from time to time may decrease
the Warrant Price by any amount for any period of time if the period is at least twenty (20) days,
the decrease is irrevocable during the period and the Board shall have made a determination that
such decrease would be in the best interests of the Company, which determination shall be
conclusive. Whenever the Warrant Price is decreased pursuant to the preceding sentence, the
Company shall provide written notice thereof to the Warrantholder at least five (5) days prior to
the date the decreased Warrant Price takes effect, and such notice shall state the decreased
Warrant Price and the period during which it will be in effect.



Section 9. Fractional Interest. The Company shall not be required to issue fractions
of Warrant Shares upon the exercise of this Warrant. If any fractional share of Common Stock
would, except for the provisions of the first sentence of this Section 9, be deliverable upon such
exercise, the Company, in lieu of delivering such fractional share, shall pay to the exercising
Warrantholder an amount in cash equal to the Market Price of such fractional share of Common Stock
on the date of exercise.



Section 10. Extension of Expiration Date. If, upon any suspension by the Company of
the registration statement covering the Registrable Securities (as defined in the New Financing
Registration Rights Agreement) in accordance with the terms contained in the New Financing
Registration Rights Agreement, such suspension period continues for more than forty (40) days in
any 12-month period, then the Expiration Date of this Warrant shall be extended one day for each
day beyond the 40-day limit that such suspension continues.



Section 11. Benefits. Nothing in this Warrant shall be construed to give any person,
firm or corporation (other than the Company and the Warrantholder) any legal or equitable right,
remedy or claim, it being agreed that this Warrant shall be for the sole and exclusive benefit of
the Company and the Warrantholder.



Section 12. Notices to Warrantholder. Upon the happening of any event requiring an
adjustment of the Warrant Price, the Company shall promptly give written notice thereof to the
Warrantholder at the address appearing in the records of the Company, stating the adjusted Warrant
Price and the adjusted number of Warrant Shares resulting from such event and setting forth in
reasonable detail the method of calculation and the facts upon which such calculation is based.
Failure to give such notice to the Warrantholder or any defect therein shall not affect the
legality or validity of the subject adjustment.



Section 13. Identity of Transfer Agent. The Transfer Agent for the Common Stock is
Corporate Stock Transfer, Inc. Upon the appointment of any subsequent transfer agent for the
Common Stock or other shares of the Company’s capital stock issuable upon the exercise of the
rights of purchase represented by this Warrant, the Company will mail to the Warrantholder a
statement setting forth the name and address of such transfer agent.



Section 14. Notices. Unless otherwise provided, any notice required or permitted
under this Warrant shall be given in writing and shall be deemed effectively given as hereinafter
described (i) if given by personal delivery, then such notice shall be deemed given upon such
delivery, (ii) if given by telex or facsimile, then such notice shall be deemed given upon receipt
of confirmation of complete transmittal, (iii) if given by mail, then such notice shall be deemed
given upon the earlier of (A) receipt of such notice by the recipient or (B) three days after such
notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally
recognized overnight air courier, then such notice shall be deemed given one business day after
delivery to such carrier. All notices shall be addressed as follows: if to the Warrantholder, at
its address as set forth in the Company’s books and records and, if to the Company, at the address
as follows, or at such other address as the Warrantholder or the Company may designate by ten days’
advance written notice to the other:



If to the Company:




Pet DRx Corporation


215 Centerview Drive, Suite 360


Brentwood, Tennessee 37027


Attention: General Counsel


Fax: (408) 521-2168




with a copy to:




Bryan Cave LLP


One Atlantic Center, Fourteenth Floor


1201 West Peachtree Street, NW


Atlanta, GA 30309-3488


Attention: Rick Miller


Fax: (404) 572-6999



Section 15. Registration Rights. The initial Warrantholder is entitled to the benefit
of certain registration rights with respect to the shares of Common Stock issuable upon the
exercise of this Warrant as will be provided in the New Financing Registration Rights Agreement,
and any subsequent Warrantholder may be entitled to such rights.



Section 16. Successors. All the covenants and provisions hereof by or for the benefit
of the Warrantholder shall bind and inure to the benefit of its respective permitted successors and
assigns hereunder.



Section 17. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This
Warrant shall be governed by, and construed in accordance with, the internal laws of the State of
New York without regard to any law or principles that would make this choice of law provision
invalid. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits
to the exclusive jurisdiction of the courts of the State of New York located in New York County and
the United States District Court for the Southern District of New York for the purpose of any suit,
action, proceeding or judgment relating to or arising out of this Warrant and the transactions
contemplated hereby. Service of process in connection with any such suit, action or proceeding may
be served on each party hereto anywhere in the world by the same methods as are specified for the
giving of notices under this Warrant. The Company and, by accepting this Warrant, the
Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit,
action or proceeding and to the laying of venue in such court. The Company and, by accepting this
Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any
such suit, action or proceeding brought in such courts and irrevocably waives any claim that any
such suit, action or proceeding brought in any such court has been brought in an inconvenient
forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY
RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT
COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.



Section 18. Cashless Exercise. The Warrantholder may elect to receive, without the
payment by the Warrantholder of the aggregate Warrant Price in respect of the shares of Common
Stock to be acquired, shares of Common Stock of equal value to the value of this Warrant, or any
specified portion hereof, by the surrender of this Warrant (or such portion of this Warrant being
so exercised) together with a Net Issue Election Notice, in the form annexed hereto as Appendix B,
duly executed, to the Company. Thereupon, the Company shall issue to the Warrantholder such number
of fully paid, validly issued and nonassessable shares of Common Stock as is computed using the
following formula:



X = Y (A — B)

A




where



X = the number of shares of Common Stock to which the Warrantholder is entitled upon such
cashless exercise;



Y = the total number of shares of Common Stock covered by this Warrant for which the
Warrantholder has surrendered purchase rights at such time for cashless exercise (including both
shares to be issued to the Warrantholder and shares as to which the purchase rights are to be
canceled as payment therefor);



A = the “Market Price” of one share of Common Stock as at the date the net issue election is
made; and



B = the Warrant Price in effect under this Warrant at the time the net issue election is made.



In the event that at least a majority of the Warrants issued pursuant to the Purchase
Agreement have been exercised by the holders thereof, the Company may, upon notice to all holders
of the remaining Warrants, automatically exercise such remaining Warrants on a cashless basis.



Section 19. No Rights as Stockholder. Prior to the exercise of this Warrant, the
Warrantholder shall not have or exercise any rights as a stockholder of the Company by virtue of
its ownership of this Warrant.



Section 20. Amendment; Waiver. This Warrant is one of a series of Warrants of like
tenor issued by the Company pursuant to the Purchase Agreement (collectively, the “Company
Warrants”). Any term of this Warrant may be amended or waived (including the adjustment
provisions included in Section 8 of this Warrant) upon the written consent of the Company and the
Majority Holders; provided, however, that (x) any such amendment or waiver must
apply to all Company Warrants; and (y) the number of Warrant Shares subject to this Warrant, the
Warrant Price and the Expiration Date may not be amended, and the right to exercise this Warrant
may not be altered or waived, without the written consent of the Warrantholder.



Section 21. Section Headings. The section headings in this Warrant are for the
convenience of the Company and the Warrantholder and in no way alter, modify, amend, limit or
restrict the provisions hereof.



1



IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, as of the        day
of      , 2009.



PET DRX CORPORATION



By:

Name:

Title:




APPENDIX A

PET DRX CORPORATION

WARRANT EXERCISE FORM




To Pet DRx Corporation:



The undersigned hereby irrevocably elects to exercise the right of purchase represented by the
within Warrant (“Warrant”) for, and to purchase thereunder by the payment of the Warrant
Price and surrender of the Warrant,        shares of Common Stock (“Warrant
Shares”) provided for therein, and requests that certificates for the Warrant Shares be issued
as follows:



Name:



Address:



Federal Tax ID or Social Security No.



(and delivered by certified mail to the above address, or electronically (provide DWAC
Instructions:      ), or other (specify):      ).



and, if the number of Warrant Shares shall not be all the Warrant Shares purchasable upon exercise
of the Warrant, that a new Warrant for the balance of the Warrant Shares purchasable upon exercise
of this Warrant be registered in the name of the undersigned Warrantholder or the undersigned’s
Assignee as below indicated and delivered to the address stated below.



By execution hereof, the undersigned reaffirms the representations and warranties in Section 5(a)
and (b) of the Purchase Agreement as of the date hereof.



Dated:



Signature:


Note: The signature must correspond with the name of the Warrantholder as written on the first
page of the Warrant in every particular, without alteration or enlargement or any change whatever,
unless the Warrant has been assigned.



Name (please print):



Federal Identification or Social Security No.



Address:



Assignee:



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APPENDIX B

PET DRX CORPORATION

NET ISSUE ELECTION NOTICE




To: Pet DRx Corporation



Date:[      ]



The undersigned hereby elects under Section 18 of this Warrant to surrender the right
to purchase [      ] shares of Common Stock pursuant to this Warrant and hereby requests the
issuance of [      ] shares of Common Stock. The certificate(s) for the shares issuable
upon such net issue election shall be issued in the name of the undersigned or as otherwise
indicated below.



Signature:


Name for Registration:



Mailing Address:




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