Exhibit 10.1
No.[ ]
PET DRX CORPORATION
FIRST AMENDMENT TO WARRANT
This
First Amendment (“this Amendment”) to warrant to
purchase [ ] shares of
common stock, par value $.0001 per share of Pet DRx Corporation, a
Delaware corporation (the “ Company ”) is made
effective as of August 31, 2009 by and between [
] (collectively,
“ Warrant Holder ”) and the Company. Capitalized
terms not defined herein shall have the meaning ascribed to them in
the Warrant (as defined below).
R E C I T A L S
WHEREAS, the Company executed and delivered to
Warrant Holder that certain Warrant dated [
], 2009 (the “
Warrant ”) to purchase [
] shares of common
stock, par value $0.0001 per share, of the Company pursuant to that
certain Purchase Agreement, dated as of January 21, 2009;
and
WHEREAS, the Company desires, and the Majority
Holders has provided written consent, to amend and restate
subparagraph (f) of Section 8 of the
Warrant.
NOW,
THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements contained herein, the parties
hereby amend and restate subparagraph (f) of
Section 8 of this Warrant in its entirety as
follows:
(f) Except as provided in subsection
(g) hereof
