0001047469-08-003246 Sample Contracts

AMENDED AND RESTATED SUBSCRIPTION AGREEMENT
Subscription 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").

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WATTLES ACQUISITION CORP.
Wattles Acquisition Corp • March 24th, 2008 • 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.

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