Exhibit 4.3


 


FORM OF
WARRANT CERTIFICATE (FACE)


 


Warrant


 


WATTLES ACQUISITION CORP.


 


This Warrant
Certificate certifies that [•], or registered assigns, is the registered
holder of [•] warrants (the “Warrants”) to purchase shares of
Common Stock, $.0001 par value (the “Common Stock”), of Wattles
Acquisition Corp., a Delaware corporation (the “Company”).  Each Warrant entitles the holder, upon
exercise during the period set forth in the Warrant Agreement referred to
below, to receive from the Company that number of fully paid and nonassessable
shares of Common Stock (each, a “Warrant Share”) as set forth below at
the exercise price (the “Exercise Price”) as determined pursuant to the
Warrant Agreement payable in lawful money of the United States of America upon
surrender of this Warrant Certificate and payment of the Exercise Price at the
office or agency of the Warrant Agent, but only subject to the conditions set
forth herein and in the Warrant Agreement.


 


Each Warrant is
initially exercisable for one share of Common Stock.  The number of Warrant Shares issuable upon
exercise of the Warrants are subject to adjustment upon the occurrence of
certain events set forth in the Warrant Agreement.


 


The initial
Exercise Price per share of Common Stock for any Warrant is equal to $7.50 per
share.  The Exercise Price is subject to
adjustment upon the occurrence of certain events set forth in the Warrant
Agreement.


 


Warrants may be
exercised only during the Warrant Exercise Period subject to the conditions set
forth in the Warrant Agreement and to the extent not exercised by the end of
such Warrant Exercise Period such Warrants shall become void.


 


Reference is
hereby made to the further provisions of this Warrant Certificate set forth on
the reverse hereof and such further provisions shall for all purposes have the
same effect as though fully set forth at this place.


 


This Warrant
Certificate shall not be valid unless countersigned by the Warrant Agent, as
such term is used in the Warrant Agreement.


 


This Warrant
Certificate shall be governed and construed in accordance with the internal
laws of the State of New York, without regard to conflicts of laws principles
thereof.


 


	
   

  	
  WATTLES
  ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 


 


	
   

  
	
  Countersigned:

  	
   

  



 


 

















 


Dated
                          ,
20    


 


AMERICAN STOCK TRANSFER &
TRUST

COMPANY, as Warrant Agent


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 

















 


Form of Warrant
Certificate (Reverse)


 


The Warrants
evidenced by this Warrant Certificate are part of a duly authorized issue of
Warrants entitling the holder on exercise to receive shares of Common Stock,
par value $0.0001 per share, of the Company (the “Common Stock”), and
are issued or to be issued pursuant to a Warrant Agreement dated as of
[•], 2008 (the “Warrant Agreement”), duly executed and delivered
by the Company to American Stock Transfer & Trust Company, a New York
corporation, as warrant agent (the “Warrant Agent”), which Warrant
Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the
Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning
the registered holders or registered holder) of the Warrants.  A copy of the Warrant Agreement may be
obtained by the holder hereof upon written request to the Company.  Defined terms used in this Warrant
Certificate but not defined herein shall have the meanings given to them in the
Warrant Agreement.


 


Warrants may be
exercised at any time during the Warrant Exercise Period set forth in the
Warrant Agreement.  The holder of
Warrants evidenced by this Warrant Certificate may exercise them by surrendering
this Warrant Certificate, with the form of election to purchase set forth
hereon properly completed and executed, together with payment of the Exercise
Price as specified in the Warrant Agreement at the principal corporate trust
office of the Warrant Agent.  In the
event that upon any exercise of Warrants evidenced hereby the number of
Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his assignee a new
Warrant Certificate evidencing the number of Warrants not exercised.  No adjustment shall be made for any dividends
on any Common Stock issuable upon exercise of this Warrant.


 


Notwithstanding
anything else in this Warrant Certificate or the Warrant Agreement, no Warrant
may be exercised unless at the time of exercise (i) a registration
statement covering the Warrant Shares to be issued upon exercise (other than
Warrant Shares to be issued upon exercise of any Insider Warrant) is effective
under the Act and (ii) a prospectus thereunder relating to the Warrant
Shares (other than Warrant Shares to be issued upon exercise of any Insider
Warrant) is current.  In no event shall
the Warrants be settled on a net cash basis during the Warrant Exercise Period
nor shall the Company be required to issue unregistered shares upon the
exercise of any Warrant that is not an Insider Warrant.


 


The Warrant
Agreement provides that upon the occurrence of certain events the number of
Warrant Shares set forth on the face hereof may, subject to certain conditions,
be adjusted.  No fractions of a share of
Common Stock will be issued upon the exercise of any Warrant, but the Company
will pay the cash value thereof determined as provided in the Warrant
Agreement.


 


Warrant
Certificates, when surrendered at the principal corporate trust office of the
Warrant Agent by the registered holder thereof in person or by legal
representative or attorney duly authorized in writing, may be exchanged, in the
manner and subject to the limitations provided in the Warrant Agreement, but
without payment of any service charge, for another Warrant Certificate or
Warrant Certificates of like tenor evidencing in the aggregate a like number of
Warrants.


 


Upon due
presentation for registration of transfer of this Warrant Certificate at the
office of the Warrant Agent a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall
be issued to the transferee(s) in


 

















 


exchange for this Warrant Certificate, subject to the limitations
provided in the Warrant Agreement, without charge except for any tax or other
governmental charge imposed in connection therewith.


 


The Company and
the Warrant Agent may deem and treat the registered holder(s) thereof as
the absolute owner(s) of this Warrant Certificate (notwithstanding any
notation of ownership or other writing hereon made by anyone), for the purpose
of any exercise hereof, of any distribution to the holder(s) hereof, and
for all other purposes, and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary. 
Neither the Warrants nor this Warrant Certificate entitles any holder
hereof to any rights of a stockholder of the Company.