X0303 4 2009-01-21 0 0001331931 Pet DRx CORP VETS 0001211913 JOHNSTON RICHARD M 500 EAST PRATT STREET SUITE 1200 BALTIMORE MD 21202 1 0 0 0 12% Senior Convertible Notes 10.00 2009-01-21 4 P 0 960100.00 960100.00 A Common Stock 96010 960100.00 I See footnote 12% Senior Convertible Notes 10.00 2009-01-21 4 P 0 39900.00 39900.00 A Common Stock 3990 39900.00 I See footnote Warrants to Purchase Common Stock 0.10 2009-01-21 4 P 0 2215615.38 A 2016-01-21 Common Stock 2215615.38 2215615.38 I See footnote Warrants to Purchase Common Stock 0.10 2009-01-21 4 P 0 92076.92 A 2016-01-21 Common Stock 92076.92 92076.92 I See footnote Notes are not convertible until after the date of stockholder approval of the issuance of the underlying common stock. Thereafter, the Notes are convertible at any time at the option of the holder. No expiration, but all amounts outstanding under the Notes will become due and payable on January 21, 2013. Held by Camden Partners Strategic Fund III, L.P. The Reporting Person disclaims beneficial interest in such shares except to the extent of his pecuniary interest therein. Held by Camden Partners Strategic Fund III-A, L.P. The Reporting Person disclaims beneficial interest in such shares except to the extent of his pecuniary interest therein. Warrants are not exercisable until after the date of stockholder approval of the issuance of the underlying common stock. The Warrants were issued without additional consideration in conjunction with the purchase of the Notes. /s/ Donald W. Hughes, Attorney-in-Fact 2009-02-03