Exhibit 4.1


 


	
  NUMBER

  	
   

  	
  UNITS

  
	
   

  	
   

  	
   

  
	
  [WAC]-U

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
       SEE
  REVERSE FOR     

  CERTAIN DEFINITIONS

  	
  WATTLES
  ACQUISITION CORP.

  	
   

  
	
   

  	
   

  	
  CUSIP
  [              ]

  



 


UNITS
CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO

PURCHASE ONE SHARE OF COMMON STOCK


 


THIS CERTIFIES THAT 


 


is the owner of


Units.


 


Each Unit (“Unit”) consists of one (1) share of common
stock, par value $0.0001 per share (“Common Stock”), of Wattles Acquisition
Corp., a Delaware corporation (the “Company”), and one warrant (a
“Warrant”).  Each Warrant entitles the holder to purchase one (1) share of
Common Stock for $7.50 per share (subject to adjustment).  Each Warrant
will become exercisable on the later of (i) [                  ],
2009 [one year following the date of the final
prospectus], and (ii) the Company’s completion of a merger, capital
stock exchange, asset or stock acquisition, exchangeable share transaction,
joint venture or other similar business combination, and will expire unless
exercised before 5:00 p.m., Eastern Standard Time, on [                  ],
2012 [four years following the date of final prospectus]
or earlier upon redemption. The Common Stock and Warrants comprising the Units
will begin separate trading ten days following the earlier to occur of the
expiration of the underwriters’ over-allotment option, its exercise in full, or
the announcement by the underwriters of their intention not to exercise all or
any remaining portion of the over-allotment option, subject to our filing of a
Current Report on Form 8-K with the Securities and Exchange Commission, or the
SEC, containing an audited balance sheet reflecting our receipt of the gross
proceeds of this offering and issuing a press release announcing when such
separate trading will begin.  The terms
of the Warrants are governed by a Warrant Agreement, dated as of [                  ],
between the Company and American Stock Transfer & Trust Company, as Warrant
Agent, and are subject to the terms and provisions contained therein, all of
which terms and provisions the holder of this certificate consents to by
acceptance hereof.  Copies of the Warrant Agreement are on file at the
office of the Warrant Agent at 6201-15th Avenue, Brooklyn, New York 11219, and
are available to any Warrant holder on written request and without cost.


This certificate is not valid unless countersigned by
the Transfer Agent and Registrar of the Company.


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


	
  By

  	
   

  	
  Wattles
  Acquisition Corp.

  CORPORATE

  THE STATE OF DELAWARE

  	
   

  
	
   

  	
  Chief Executive Officer

  	
  SEAL

  	
  Secretary

  
	
   

  	
   

  	
  2007

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Countersigned

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Transfer Agent and
  Registrar

  	
   

  	
   

  



 

















 


Wattles Acquisition Corp.


 


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)


 


 


Units


 


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


Attorney to transfer the said


Units on the books of the within
named Company 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.