NUMBER

  	
  SHARES

  
	
   

  	
   

  
	
  [WAC]

  	
   

  



 


WATTLES ACQUISITION CORP.


 


INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


 


COMMON STOCK


 


SEE
REVERSE FOR


CERTAIN DEFINITIONS


 


	
  This Certifies that

  	
  CUSIP [                                        ]

  
	
   

  	
   

  
	
   

  	
   

  
	
  is the owner of

  	
   

  



 


FULLY PAID AND NON-ASSESSABLE SHARES, PAR VALUE $0.0001
PER SHARE,

OF THE COMMON STOCK OF


 


WATTLES ACQUISITION CORP.


 


transferable on the books of the Corporation in
person or by duly authorized attorney upon

surrender of this certificate properly endorsed. This certificate is not valid
unless countersigned

by the Transfer Agent and registered by the Registrar.


 


WITNESS the seal of the Corporation and the
facsimile signatures of its duly authorized officers.


 


	
  Dated:

  	
  Wattles
  Acquisition Corp.

  CORPORATE SEAL

  2007

  	
   

  
	
   

  	
   

  	
   

  
	
  CHIEF EXECUTIVE
  OFFICER

  	
   

  	
  SECRETARY

  
	
   

  	
  THE
  STATE OF DELAWARE

  	
   

  
	
  Countersigned:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Transfer Agent and Registrar

  	
   

  	
   

  



 

















Wattles Acquisition Corp.


 


The Corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof of the Corporation and the qualifications,
limitations or restrictions of such preferences and/or rights.  This
certificate and the shares represented hereby are issued and shall be held
subject to all the provisions of the Certificate of Incorporation and all
amendments thereto and resolutions of the Board of Directors providing for the
issue of shares of Common Stock (copies of which may be obtained from the
secretary of the Corporation), to all of which the holder of this certificate
by acceptance hereof assents.


 


The following
abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to
applicable laws or regulations:


 


TEN COM—as tenants
in common


 


TEN ENT—as tenants
by the entireties


 


JT TEN—as joint
tenants with right of survivorship and not as tenants in common


 


	
  UNIF GIFT MIN ACT—

  	
   

  	
  Custodian

  	
   

  	
   

  
	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  under Uniform Gifts to
  Minors Act

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (State)

  	
   

  	
   

  	
   

  



 


Additional Abbreviations
may also be used though not in the above list.


 


For value received,                                                             hereby
sell, assign and transfer unto


 


PLEASE INSERT
SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE


 


 


(PLEASE PRINT OR
TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


 


 


shares


 


of
the capital stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint


 


Attorney


to
transfer the said stock on the books of the within named Corporation will full
power of substitution in the premises.


 


 


	
  Dated

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
  Notice:   The signature to this assignment must
  correspond with the name as written upon the face of the certificate in every
  particular, without alteration or enlargement or any change whatever.

  



 


Signature(s) Guaranteed:


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR

INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS

AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE

GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


 


The holder of this certificate shall be entitled to
receive funds from the trust account only in the event that the Corporation is
liquidated because it does not consummate a business combination or the holder
seeks to convert his, her or its respective shares into cash upon a business
combination which he, she or it voted against and which is actually completed
by the Corporation.  In no other circumstances shall the holder have any
right or interest of any kind in or to the trust account.