Unassociated Document


    


    


    


    


    February
      27, 2007

    


    HCFP/Brenner
      Securities LLC

    888
      Seventh Avenue - 17th Floor

    New
      York
      NY 10106

    


    Re:
      Stoneleigh
      Partners Acquisition Corp.

    


    Gentlemen:

    


    This
      letter will confirm the agreement of each of the undersigned (a “Purchaser and,
      collectively, the “Purchasers”) to purchase Series B units (“Units”) of
      Stoneleigh Partners Acquisition Corp. (“Company”) upon the terms and conditions
      set forth herein. This letter is intended to constitute a "written plan for
      trading securities" within the meaning of Rule l0b5-1 promulgated under the
      Securities Exchange Act of 1934, as amended (“Exchange Act”). Notwithstanding
      anything to the contrary contained herein, no purchase may take place if such
      purchase would violate any United States Federal securities law.

     

    Each
      Purchaser agrees that this letter agreement (which may be evidenced by original
      or facsimile counterpart signatures hereto) constitutes an irrevocable order
      for
      HCFP/Brenner Securities LLC (“HCFP”) or another broker/dealer mutually agreed
      upon by HCFP and the Purchasers (in any case, the “Broker”) to purchase for the
      Purchasers’ accounts during the period commencing five business days after
      the Company files a preliminary proxy statement (the “Preliminary Proxy
      Statement”) seeking approval of the holders of its Class B common stock, par
      value $.0001 per share, of its initial business combination (herein referred
      to
      as a “Business Combination”) and ending 30 days thereafter (the “Purchase
      Period”) up to $15,000,000 of Units (the “Maximum Stock Purchase”). Any
      purchases made under this letter agreement shall be made on behalf of the
      Purchasers in the percentages (the “Maximum Stock Purchase Percentage”) set
      forth on Schedule A hereto; provided, however, that in the event that one
      or more Purchasers fails to satisfy his obligations under this Agreement
      (each such Purchaser shall be referred to as a “Defaulting Purchaser”), each
      other Purchaser(s)’ (the “Remaining Purchasers”) Maximum Stock Purchase
      Percentage shall increase on the same percentage basis necessary to satisfy
      the
      Maximum Stock Purchase.

     

    Each
      Purchaser further agrees that this letter agreement constitutes an irrevocable
      limit order to satisfy the Maximum Stock Purchase at prices not to exceed
      $10.65. The Purchasers shall deposit the funds and/or marketable securities
      that
      are fully marginable under applicable federal securities laws which are
      necessary to satisfy the Maximum Stock Purchase in the percentages set forth
      on
      Schedule A (including through the use of margin) in an account designated by
      the
      Broker prior to the Company's filing the Preliminary Proxy Statement and agrees
      to provide to HCFP until such time, on a monthly basis, statements confirming
      that the Purchasers have sufficient funds necessary to satisfy the Maximum
      Stock
      Purchase. In the event that a Purchaser’s Maximum Stock Purchase Percentage
      increases, the Remaining Purchasers shall promptly, upon written notice from
      HCFP, deposit such additional funds necessary to satisfy its increased Maximum
      Stock Purchase obligation under this letter agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      HCFP/Brenner
        Securities LLC

      Page
        -2-

      February
        27, 2007

      
 

    

    The
      Broker agrees to fill such order in such amounts and at such times and prices,
      in accordance with the foregoing instructions, as it may determine, in its
      sole
      discretion, during the Purchase Period, subject to the limitations of Rule
      10b-18 promulgated under the Exchange Act. Accordingly, only purchases permitted
      by Rule 10b-18 will be made, and all purchases shall be executed in the Broker's
      normal fashion and pursuant to applicable regulation by the SEC and NASD. The
      Broker further agrees that it will not charge the Purchasers any fees and/or
      commissions with respect to such purchases.

     

    Each
      Purchaser agrees that he shall not sell or transfer any shares of Common Stock
      purchased hereunder until the end of the Business Combination
      Period (as defined in the Company’s Certificate of Incorporation as will be
      in effect on the date the Company’s initial public offering is
      consummated).

     

    Each
      Purchaser understands that he shall be responsible to arrange for any filings
      that may be required under applicable law (e.g., Schedule 13D, and Forms 4
      and
      5). Accordingly, the Broker will provide copies of confirmations of transactions
      pursuant to this letter within 24 hours of each transaction to the undersigned
      and any other designated person to facilitate the Purchaser's reporting
      obligations under applicable law.

     

    Each
      Purchaser represents and warrants that (i) the Purchaser is not presently aware
      of any material nonpublic information regarding the Company or its securities,
      and (ii) the Purchaser is currently able to enter into this letter agreement.
      Each Purchaser covenants that the Purchaser will not discuss or otherwise
      disclose material nonpublic information to the Broker's personnel responsible
      for carrying out this purchase obligation during the Purchase
      Period.

     

    Each
      Purchaser may notify the Broker that all or part of the Purchaser Maximum Stock
      Purchase will be made by an affiliate or affiliates of the undersigned (or
      other
      persons or entities introduced to the Broker by the Purchaser (a “Designee(s)”))
      who (or which) will have an account at the Broker and, in such event, the Broker
      will make such purchase on behalf of said affiliate(s) or Designee(s); provided,
      however, that the Purchaser hereby agrees to make payment of the purchase price
      of such purchases in the event that the affiliate(s) or Designee(s) fail to
      make
      such payment. 

     

    The
      Company is unaware, without any inquiry or responsibility to make any inquiry,
      of any other legal, contractual or regulatory restrictions applicable to the
      Purchaser as of the date of hereof that would prohibit the Purchaser from
      entering into this letter or making any purchase pursuant to the instructions
      provided herein.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        HCFP/Brenner
          Securities LLC

        Page
          -3-

        February
          27, 2007

        


         

      

    

    This
      letter agreement shall for all purposes be deemed to be made under and shall
      be
      construed in accordance with the laws of the State of New York, without giving
      effect to conflicts of law principles that would result in the application
      of
      the substantive laws of another jurisdiction. This letter agreement may be
      executed in one or more original or facsimile counterparts, and by the different
      parties hereto in separate counterparts, each of which shall be deemed to be
      an
      original, but all of which taken together shall constitute one and the same
      agreement, and shall become effective when one or more counterparts has been
      signed by each of the parties hereto and delivered to each of the other parties
      hereto.

     

    Very
      truly yours,

    


    _________________________

    Gary
      Engle

    


    _________________________

    James
      Coyne

    


    _________________________

    Milton
      Walters

    


    
      _________________________

      Jonathan
        Davidson

      


      _________________________

      Brian
        Kaufman

      


    

     


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
           

        

      

    

    


    SCHEDULE
      A

    


    
      	
              Gary
                D. Engle

            	 	 	
              38.7150

            	
              %

            
	
              James
                A. Coyne

            	 	 	
              24.3822

            	
              %

            
	
              Milton
                J. Walters

            	 	 	
              
                24.3822

              

            	
              %

            
	Brian
              Kaufman	 	 	6.2603	
              %

            
	Jonathan
              Davidson	 	 	6.2603	
              %