REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2007 • Wattles Acquisition Corp • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ], 2008, by and among Wattles Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned listed under Investor on the signature page hereto (“Investor”).
WARRANT AGREEMENT by and between WATTLES ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Dated as of [ • ], 2008Warrant Agreement • December 21st, 2007 • Wattles Acquisition Corp • New York
This Warrant Agreement (this "Warrant Agreement") is made as of [ • ], 2008 by and between Wattles Acquisition Corp., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the "Warrant Agent").
SUBSCRIPTION AGREEMENTSubscription Agreement • December 21st, 2007 • Wattles Acquisition Corp • Delaware
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this 13th day of November, 2007 for the benefit of Wattles Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 321 West 84th Ave., Suite A, Thornton, CO 80260 by Wattles Capital, LLC (“Subscriber”).
WATTLES ACQUISITION CORP. [20,000,000] Units Common Stock ($0.0001 par value per Share) and one Warrant UNDERWRITING AGREEMENTUnderwriting Agreement • December 21st, 2007 • Wattles Acquisition Corp • New York
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • March 24th, 2008 • Wattles Acquisition Corp • Blank checks • Delaware
SUBSCRIPTION AGREEMENT (this "Agreement") made as of this 29th day of February, 2008 for the benefit of Wattles Acquisition Corp., a Delaware corporation (the "Company"), having its principal place of business at 321 West 84th Ave., Suite A, Thornton, CO 80260 by Wattles Capital, LLC (the "Initial Subscriber"), Alexander M. Bond, Timothy R. Price, Thomas McKivor, Edward Shapiro, WAC Holdings, L.P. and David Jacquin (collectively with the Initial Subscriber, the "Subscribers").
Form of Letter Agreement for Wattles Capital, LLC]Underwriting Agreement • December 21st, 2007 • Wattles Acquisition Corp • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and among Wattles Acquisition Corp., a Delaware corporation (the "Company"), and UBS Securities LLC and Ladenburg Thalmann & Co. Inc. as the representatives (collectively, the "Representatives") of the underwriters named in Schedule A thereto (collectively, the "Underwriters"), relating to an underwritten initial public offering (the "IPO") of the Company's units (the "Units"), each composed of one share of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and one warrant, which is exercisable for one share of Common Stock (the "Warrants"). Certain capitalized terms used herein are defined in paragraph 19 hereof.
WATTLES ACQUISITION CORP. Thornton, CO 80260Securities Subscription Agreement • December 21st, 2007 • Wattles Acquisition Corp • New York
We are pleased to accept the offer Mark Wattles (the “Subscriber”) has made to purchase 5,750,000 shares (the “Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), up to 750,000 of which Shares are subject to complete or partial forfeiture (the “Forfeiture”) by you if the underwriters’ of the initial public offering of Wattles Acquisition Corp., a Delaware corporation (the “Company”) do not fully exercise their over-allotment option. The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
WATTLES ACQUISITION CORP.Office Space and Services Agreement • March 24th, 2008 • Wattles Acquisition Corp • Blank checks
This letter will confirm our agreement that, commencing on the effective date "Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of Wattles Acquisition Corp. ("WAC") and continuing until the earlier of the consummation by WAC of a "Business Combination" or WAC's liquidation (as described in WAC's IPO prospectus; such date the "Termination Date"), Wattles Capital Management, LLC shall make available to WAC office space and certain office and secretarial services as may be required by WAC from time to time, situated at 321 West 84th Street, Suite A, Thornton CO 80260. In exchange therefore, WAC shall pay Wattles Capital Management, LLC the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • December 21st, 2007 • Wattles Acquisition Corp • New York
SECURITIES ESCROW AGREEMENT, dated as of [ ], 2008 (the “Agreement”) by and among Wattles Acquisition Corp., a Delaware corporation (the “Company”), the undersigned party listed as the Initial Stockholder on the signature page hereto (collectively, the “Initial Stockholder”) and American Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 21st, 2007 • Wattles Acquisition Corp • New York
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[ • ].
Form of Letter Agreement for Directors and Officers of Wattles Acquisition Corp.]Underwriting Agreement • December 21st, 2007 • Wattles Acquisition Corp • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and among Wattles Acquisition Corp., a Delaware corporation (the "Company"), and UBS Securities LLC and Ladenburg Thalmann & Co. Inc. as the representatives (collectively, the "Representatives") of the underwriters named in Schedule A thereto (collectively, the "Underwriters"), relating to an underwritten initial public offering (the "IPO") of the Company's units (the "Units"), each composed of one share of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and one warrant, which is exercisable for one share of Common Stock (the "Warrants"). Certain capitalized terms used herein are defined in paragraph 19 hereof.
