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Exhibit 10.1    
    


 
  INVESTMENT MANAGEMENT TRUST AGREEMENT    



        This
Investment Management Trust Agreement (this "Agreement") is made as of
[    •    ], 2008 by and between Wattles Acquisition Corp. (the "Company") and American Stock
Transfer & Trust Company (the "Trustee"). 


        WHEREAS,
the Company's Registration Statement on Form S-1, No. [    •    ] (the
"Registration Statement"), for its initial public offering of securities ("IPO") has been declared
effective as of the date hereof by the Securities and Exchange Commission (the "Effective Date"); 


        WHEREAS,
UBS Securities LLC and Ladenburg Thalmann & Co. Inc. are acting as the representatives (collectively, the
"Representatives") of the underwriters (collectively, the "Underwriters") in the IPO; 



        WHEREAS,
the Company [has completed] [will complete] a private placement of 5,750,000 warrants at a price of $1.00 per warrant (the
"Private Placement") immediately prior to the completion of the IPO; 


        WHEREAS,
as described in the Registration Statement, and in accordance with the Company's Amended and Restated Certificate of Incorporation, $197,900,000 of the net proceeds of the IPO
and the Private Placement ($226,850,000 if the Underwriters' over-allotment option is exercised in full), including $7,000,000 for deferred underwriting discounts and commissions
($8,050,000 if the Underwriters' over-allotment option is exercised in full), will be delivered to the Trustee to be deposited and held in a trust account for the benefit of the Company
and the holders of the Company's common stock, par value $0.0001, issued in the IPO. The amount to be delivered to the Trustee will be referred to herein as the
"Property," the parties for whose benefit the Trustee shall hold the Property will be referred to together with the Company as the
"Beneficiaries"); 


        WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $7,000,000 ($8,050,000, if the Underwriters' over-allotment option is exercised in full)
(or the amount specified in a notice pursuant to paragraph 2(d) hereof) is attributable to deferred underwriting commissions that will become payable by the Company to the Underwriters upon the
consummation of a[n] [initial] business combination (as that term is defined in the Registration Statement, an "Initial Business
Combination") (the "Deferred Discount"); and 


        WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property. 


        NOW,
THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as
follows: 


        1.     AGREEMENT
AND COVENANTS OF TRUSTEE 


        The
Trustee hereby agrees and covenants to: 


        (a)   Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (the "Trust
Account") established by the Trustee at a branch of JPMorgan Chase Bank, N.A. selected by the Trustee; 


        (b)   Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein; 



        (c)   In
a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States "government securities" within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less or in any open ended investment company registered under the Investment Company Act of 1940
that holds itself out as a money market fund, selected by the Company meeting the condition of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment
Company Act of 1940; 







 



        (d)   Collect
and receive, when due, all principal and income arising from the Property, which shall become part of the Property, as such term is used herein; 


        (e)   Promptly
notify the Company and the Underwriters of all communications received by it with respect to any Property requiring action by the Company; 


        (f)    Supply
any necessary information or documents as may be requested by the Company in connection with the Company's preparation of the tax returns for the Trust Account; 



        (g)   Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or the
Underwriters to do so; 


        (h)   Render
to the Company and to the Underwriters, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the
Trust Account reflecting all receipts and disbursements of the Trust Account; and 


        (i)    Commence
liquidation of the Trust Account only after receipt of and only in accordance with the terms of a letter (the "Termination
Letter"), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its Chairman and Chief
Executive Officer or other authorized officer, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the
other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 24-month anniversary of the Effective Date
(the "Last Date"), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as
Exhibit B hereto and distributed to the stockholders of record on the Last Date. 


        2.     AGREEMENTS
AND COVENANTS OF THE COMPANY 


        The
Company hereby agrees and covenants to: 


        (a)   Give
all instructions to the Trustee hereunder in writing, signed by the Company's Chairman and Chief Executive Officer or other authorized officer. In addition, except
with respect to its duties under paragraph 1(i) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction
which it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; 


        (b)   Hold
the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the
Trustee in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand which in any way arises out of or relates to
this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee's gross
negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to
seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the "Indemnified Claim").
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection of
counsel, which consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; 


        (c)   Pay
the Trustee an initial acceptance fee of $1,000 and an annual fee of $3,000 (it being expressly understood that the Property shall not be used to pay such fee). The
Company shall pay the Trustee the initial acceptance fee and first year's fee at the consummation of the IPO and thereafter shall pay the annual fee on each anniversary of the Effective Date. The
Trustee shall refund to the Company the fee (on a pro rata basis) with respect to any period after the liquidation of the Trust 


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Account.
The Company shall not be responsible for any other fees or charges of the Trustee except as may be provided in paragraph 2(b) hereof (it being expressly understood that the Property
shall not be used to make any payments to the Trustee under such paragraph); 



        (d)   Within
five business days after the Underwriters' over-allotment option (or any unexercised portion thereof) expires or is exercised in full, provide the
Trustee with a notice in writing (with a copy to the Representatives) of the total amount of the Deferred Discount, which shall in no event be less than $7,000,000; 


        (e)   In
connection with any vote of the Company's stockholders on whether to approve an Initial Business Combination, provide to the Trustee an affidavit or certificate of a
firm regularly engaged in the business of soliciting proxies and tabulating stockholder votes (which firm may be the Trustee) verifying the vote of the Company's stockholders regarding such Initial
Business Combination; and 


        (f)    In
all cases, provide the Representatives with a copy of any Termination Letters and/or any other correspondence that it sends to the Trustee with respect to any
proposed withdrawal from the Trust Account promptly after it issues the same. 


        3.     LIQUIDATION
AND DISTRIBUTION OF TRUST ACCOUNT PROPERTY. 


        (a)   The
Trustee shall commence liquidation of the Trust Account only upon receipt of, and only in accordance with the terms of a Termination Letter in a form substantially
similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its Chairman and Chief Executive Officer or President and affirmed by the Vice
Chairman of the Board of Directors, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and any other
documents referred to therein; provided, however, that the Trustee shall disburse such funds from the Trust Account (i) from time to time as may be necessary timely to pay any taxes incurred as
a result of interest or other income earned on the Property held in the Trust Account or State of Delaware franchise taxes, only upon receipt and in accordance with the terms of a letter in form
substantially similar to that attached hereto as Exhibit C (a "Tax Disbursement Letter"), signed on behalf of the Company by its Chairman and
Chief Executive Officer or President and copied to Authorized Counsel (as defined below), as evidenced by his or her countersignature thereto, and complete the disbursement of funds from the Trust
Account and distribute such funds only as directed in the Tax Disbursement Letter and any other documents referred to therein, and (ii) from time to time as may be necessary for working capital
purposes, only upon receipt and in accordance with the terms of a letter in form substantially similar to that attached hereto as Exhibit D (a "Disbursement
Letter"), signed on behalf of the Company by its Chairman and Chief Executive Officer and copied to Authorized Counsel, as evidenced by his or her countersignature thereto, the
Trustee shall disburse to the Company such amount as may be requested by the Company as directed in the Disbursement Letter and the other documents referred to therein, provided, however, that the
aggregate amount distributed by the Trustee to the Company pursuant to this paragraph 3(ii) may not exceed the lesser of (y) the aggregate amount of interest and any other income
actually received or paid on amounts in the Trust Account less an amount equal to estimated taxes that are or will be due on such income at an assumed rate of 40% and (z) $2,500,000, provided
further, however, if the Underwriters' over-allotment option is exercised in full, the Company shall not be permitted to draw such amounts until
$[    •    ] (or a lesser amount if less than the full Underwriters' over-allotment option is exercised, pro rata based on the
amount of the Underwriters' over-allotment option exercised) of interest income shall have been earned on the trust account with the resulting effect that there shall be a minimum of
$[    •    ] per-share held in the Trust Account. For purposes of this Agreement, "Authorized Counsel" shall mean, at any date, the
attorney retained and authorized by the Company to perform such functions. 


3







 



        (b)   The
limited distributions referred to in Sections 3(a) above shall be made only from interest and any other income collected on the Property. Except as provided in
Section 3(a) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. 


        4.     LIMITATIONS
OF LIABILITY. 


        The
Trustee shall have no responsibility or liability to: 


        (a)   Take
any action with respect to the Property, other than as directed in paragraphs 1 and 3 hereof and the Trustee shall have no liability to any party except for
liability arising out of its own gross negligence or willful misconduct; 



        (b)   Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any
of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay
any expenses incident thereto; 


        (c)   Change
the investment of any Property, other than in compliance with paragraph 1(c); 


        (d)   Refund
any depreciation in principal of any Property; 


        (e)   Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such authority to the Trustee; 


        (f)    The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise
of its own best judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion
or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its
provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee, in good faith, to be genuine and to be signed or presented by the proper
person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this agreement or any of the terms hereof, unless evidenced by a
written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; 



        (g)   Verify
the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action
taken by it is as contemplated by the Registration Statement; or 


        (h)   Subject
to the requirements of paragraph 3 of this Agreement, pay any taxes on behalf of the Trust Account to any governmental entity or taxing authority. 


        5.     TERMINATION.



        This
Agreement shall terminate as follows: 


        (a)   If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor
trustee. At such time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the Trustee
shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon
this Agreement shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee 


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within
ninety days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with the United States District Court for the Southern
District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever that arises due to any actions or omissions to act by any party after such deposit; or 


        (b)   At
such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of paragraph 1(i) hereof, and
distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to paragraph 2(b). 


        6.     MISCELLANEOUS.



        (a)   The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust
Account. Upon receipt of written instructions, the Trustee will confirm such instructions with an Authorized Individual at an Authorized Telephone Number listed on the attached Exhibit E. The
Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has
reason to believe unauthorized persons may have obtained access to such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee will rely upon account
numbers or other identifying numbers of a beneficiary, beneficiary's bank or intermediary bank, rather than names. The Trustee shall not be liable for any loss, liability or expense resulting from any
error in an account number or other identifying number, provided it has accurately transmitted the numbers provided. 


        (b)   This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws. It may be
executed in several counterparts, each one of which shall constitute an original, and together shall constitute but one instrument. 


        (c)   This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. This Agreement or any provision hereof
may only be changed, amended or modified by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or
modification may be made without the prior written consent of the Representatives. As to any claim, cross-claim or counterclaim in any way relating to this Agreement, each party waives the right to
trial by jury. 


        (d)   The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York for purposes of resolving any disputes hereunder. 


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        (e)   Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or
similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile transmission: 



	 	 	if to the Trustee, to:
	

 	
 	

American Stock Transfer & Trust Company

59 Maiden Lane

Plaza Level

New York, NY 10038

Fax No.: [•]

Attn: [•]
	

 	
 	

if to the Company, to:
	

 	
 	

Wattles Acquisition Corp.

321 West 84th Ave., Suite A

Thornton, CO 80260

Fax No.: [•]

Attn: Mark Wattles, Chairman and Chief Executive Officer
	

 	
 	

in either case with a copy to:
	

 	
 	

UBS Investment Bank

299 Park Avenue

New York, NY 10171

Fax No: (212) 821-4610

Attn: [•]
	

 	
 	

and
	

 	
 	

Ladenburg Thalmann & Co. Inc.

153 East 53rd Street, 49th Floor

New York, NY 10022

Fax No: [•]

Attn: [•]
	

 	
 	

and
	

 	
 	

Ellenoff Grossman & Schole LLP

370 Lexington Avenue

New York, NY 10017

Fax No.: (212) 370-7889

Attn: Douglas S. Ellenoff, Esq.

         Stuart Neuhauser, Esq.





        (f)    This
Agreement may not be assigned by the Trustee without the prior written consent of the Company and the Representatives. 


        (g)   Each
of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its
respective obligations as contemplated hereunder. 


        (h)   The
Trustee waives any right of set-off or any right, title, interest or claim of any kind that the Trustee may have against the Property held in the Trust
Account, and acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the
Trust Account under any circumstance. In the event the Trustee has 


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a
claim against the Company under this Agreement, including, without limitation, under Section 2(b), the Trustee will pursue such claim solely against the Company and not against the Property
held in the Trust Account. 


        (i)    The
Trustee acknowledges and agrees that it is the specific intention of the parties hereto that each of the Representatives is and shall be a third-party beneficiary of
the provisions of this Agreement pertaining to the Deferred Discount (including Section6(c)) and the Trustee's obligations under this Agreement with respect thereto (but solely of those provisions and
solely with respect to such obligations of the Trustee) with the same right and power to enforce those provisions as either of the parties hereto. 


[Signature Page Follows] 


7










        IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above. 



	AMERICAN STOCK TRANSFER & TRUST COMPANY
	

By:	
 	

    
	
 	

 
	 	 	Name:	 	 	 	 
	 	 	Title:	 	 	 	 
	

WATTLES ACQUISITION CORP.
	

By:	
 	

    
	
 	

 
	 	 	Name:	 	 	 	 
	 	 	Title:	 	 	 	 




(Signature
Page) 








   Exhibit A  


[LETTERHEAD OF COMPANY] 


[date] 


American
Stock Transfer & Trust Company

59 Maiden Lane

Plaza Level

New York, NY 10038 


	Re:
	Trust Account No. [    •    ] Termination Letter



Gentlemen:



Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Wattles Acquisition Corp. (the "Company") and American Stock
Transfer & Trust Company (the "Trustee"), dated as of [    •    ], 2008 (the
"Trust Agreement"), this is to advise you that the Company has entered into an agreement (the "Business
Agreement") with [    •    ] (the "Target Business") to consummate a
business combination with the Target Business (the "Business Combination") on or about
[    •    ]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination
(the "Consummation Date"). 



Pursuant
to Paragraph 2(e) of the Trust Agreement, we are providing you with [an affidavit] [a certificate] verifying the vote of the Company's
stockholders duly approving the Business Combination in accordance with the terms of the Company's Amended and Restated Certificate of Incorporation. 


The
[affidavit] [certificate] includes the identities of the public stockholders who voted against the Business Combination and properly exercised their
conversion rights in connection therewith. 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence liquidation of the Trust Account to the effect that, on the Consummation Date, all of funds held in the Trust
Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. 



On
the Consummation Date: (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, (ii) the Company shall deliver to you
written instructions with respect to the transfer of the funds held in the Trust Account other than the Deferred Discount (the "Instruction Letter") and
(iii) the Representatives shall deliver to you written instructions for delivery of the Deferred Discount. You are hereby directed and authorized to transfer the funds held in the Trust Account
immediately upon your receipt of written notice from counsel and the Instruction Letter (a) to public stockholders who exercised their redemption rights in connection with the Business
Combination, in an amount equal to their pro rata share of the amounts in the Trust Account as of two business days prior to the Consummation Date (including the Deferred Discount and any income
actually received on the Trust Account balance and held in the Trust Account, but less an amount equal to estimated taxes that are or will be due on such income at an assumed rate of 40%);
(b) to the Representatives in an amount equal to the Deferred Discount as so directed by them, and (c) the remainder in accordance with the terms of the Instruction Letter. In the event
that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same, and the Company shall direct you as to whether
such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company or be distributed immediately and the penalty incurred. Upon the distribution of all the
funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated and the Trust Account closed. 


A-1







 



In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new
Consummation Date, then the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the
notice. 



	Very truly yours,
	

WATTLES ACQUISITION CORP.
	

By:	
 	

    
	
 	

 
	 	 	Name:	 	 	 	 
	 	 	Title:	 	 	 	 




	cc:
	UBS
Securities LLC

Ladenburg Thalmann & Co. Inc. 


A-2








   Exhibit B  


[LETTERHEAD OF COMPANY] 


[date] 


American
Stock Transfer & Trust Company

59 Maiden Lane

Plaza Level

New York, NY 10038 


	Re:
	Trust Account No. [    •    ] Termination Letter



Gentlemen:



Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Wattles Acquisition Corp. (the "Company") and American Stock
Transfer & Trust Company (the "Trustee"), dated as of [    •    ], 2008 (the
"Trust Agreement"), this is to advise you that (i) the Company has been unable to effect a Business Combination within the time frame specified
in the Amended and Restated Certificate of Incorporation of the Company, (ii) the Company's existence expired in accordance with the terms of its Amended and Restated Certificate of
Incorporation on [    •    ]; and (iii) the Company is proceeding to dissolve and liquidate. 


Capitalized
terms used but not defined herein shall have the meanings given them in the Trust Agreement. 


In
accordance with the terms of the Trust Agreement, we hereby authorize and request that you commence liquidation of the Trust Account as part of the Company's plan of dissolution and distribution.
In connection with this liquidation, you are hereby authorized to establish a record date for the purposes of determining the stockholders of record entitled to receive their per share portion of the
Trust Account. The record date shall be within 10 days of the liquidation date, or as soon thereafter as is practicable. Company has appointed
[    •    ] to serve as its designated paying agent (the "Designated Paying Agent"). You will
notify the Company and the Designated Paying Agent in writing as to when all of the funds in the Trust Account will be available for immediate transfer (the "Transfer
Date"). The Designated Paying Agent shall thereafter notify you as to the account or accounts of the Designated Paying Agent that the funds in the Trust Account should be
transferred to on the Transfer Date so that the Designated Paying Agent may commence distribution of such funds in accordance with the Company's instructions. 


You
shall have no obligation to oversee the Designated Paying Agent's distribution of the funds. Upon the payment to the Designated Paying Agent of all the funds in the Trust Account, the Trust
Agreement shall be terminated and the Trust Account closed. 



	Very truly yours,
	

WATTLES ACQUISITION CORP.
	

By:	
 	

    
	
 	

 
	 	 	Name:	 	 	 	 
	 	 	Title:	 	 	 	 




	cc:
	UBS
Securities LLC

Ladenburg Thalmann & Co. Inc. 


B-1








  



 
 

Exhibit C    
    


[LETTERHEAD OF COMPANY] 


[date] 


American
Stock Transfer & Trust Company

59 Maiden Lane

Plaza Level

New York, NY 10038 


	Re:
	Trust Account No. [    •    ] Tax Disbursement Letter




Gentlemen: 


Pursuant
to the Investment Management Trust Agreement between Wattles Acquisition Corp. (the "Company") and American Stock Transfer & Trust
Company (the "Trustee") dated as of [    •    ] (the "Trust
Agreement"), this is to advise you that the
Trust Account, as defined in the Trust Agreement, has incurred a total of [    •    ] in taxes (the "Tax
Payments") for the period from [    •    ], 200[    •    ] to
[    •    ], 200[    •    ] (the "Tax
Period") as a result of interest and other income earned on the Property, as defined in the Trust Agreement or State of Delaware franchise taxes, in each case during the Tax
Period. 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to distribute from the Trust Account proceeds from the Property (as defined in the Trust Agreement) equal to the aggregate
Tax Payments on such dates, in such amounts and to such payees as indicated on the Schedule of Tax Payments attached hereto as Schedule 1. 



	Very truly yours,	 	 
	 	 	 	 	 
	WATTLES ACQUISITION CORP.
	 	 	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	 	
 Name:

Title:	 	 
	 	 	 	 	 
	Authorized Counsel Signatory:
	 	 	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	 	
 Name:

Title:	 	 




	cc:
	UBS
Securities LLC

Ladenburg Thalmann & Co. Inc. 


C-1







 
 
 

Schedule 1    
    


Schedule of Tax Payments 


Payment
Date: [    •    ]

Amount: [    •    ]

Payee: [    •    ]

Address: [    •    ] 



Payment
Date: [    •    ]

Amount: [    •    ]

Payee: [    •    ]

Address: [    •    ] 


Payment
Date: [    •    ]

Amount: [    •    ]

Payee: [    •    ]

Address: [    •    ] 


C-2








   Exhibit D  


[LETTERHEAD OF COMPANY] 


[date] 


American
Stock Transfer & Trust Company

59 Maiden Lane

Plaza Level

New York, NY 10038 


	Re:
	Trust Account No. [    •    ] Disbursement Letter



Gentlemen:



Pursuant
to Section 3(a)(ii) of the Investment Management Trust Agreement between Wattles Acquisition Corp. (the "Company") and American Stock
Transfer & Trust Company dated as of [    •    ] (the "Trust Agreement"), we hereby
authorize you to disburse from the Trust Account proceeds from the Property, as defined in the Trust Agreement, equal to $[    •    ], to
[    •    ] via wire transfer on [    •    ],
200[    •    ]. 



	Very truly yours,
	

WATTLES ACQUISITION CORP.
	

By:	
 	

    
	
 	

 
	 	 	Name:	 	 	 	 
	 	 	Title:	 	 	 	 
	

Authorized Counsel Signatory:
	

By:	
 	

    
	
 	

 
	 	 	Name:	 	 	 	 
	 	 	Title:	 	 	 	 




	cc:
	UBS
Securities LLC

Ladenburg Thalmann & Co. Inc. 


D-1








   Exhibit E  


Authorized Individual(s) Authorized for Telephone Call and Telephone Number(s) 



COMPANY: 


Wattles
Acquisition Corp.

321 West 84th Ave., Suite A

Thornton, Colorado 80260

Tel No.: [    •    ]

Fax No.: [    •    ]

Attn: Mark Wattles, Chairman and Chief Executive Officer 


TRUSTEE:



American
Stock Transfer & Trust Company

59 Maiden Lane

Plaza Level

New York, NY 10038

Tel No.: [    •    ]

Fax No.: [    •    ]

Attn: [    •    ] 


E-1











QuickLinks



Exhibit 10.1


INVESTMENT MANAGEMENT TRUST AGREEMENT



Exhibit C

Schedule 1