Unassociated Document


    April
      4,
      2007

    


    


    Stoneleigh
      Partners Acquisition Corp.

    c/o
      PLM
      International Inc.

    555
      Fifth
      Avenue

    New
      York,
      New York 10017

    


    


    HCFP/Brenner
      Securities LLC

    888
      Seventh Avenue, 9th
      Floor

    New
      York,
      New York 10106

    


    Re:
      Initial Public Offering

    


    Gentlemen:

    


    The
      undersigned secuirtyholder and director of Stoneleigh Partners Acquisition
      Corp.
      (“Company”), in consideration of HCFP/Brenner Securities LLC (“Brenner”)
      entering into a letter of intent (“Letter of Intent”) to underwrite an initial
      public offering of the securities of the Company (“IPO”) and embarking on the
      IPO process, hereby agrees as follows (certain capitalized terms used herein
      are
      defined in paragraph 13 hereof):

    


    1.
      If the
      Company solicits approval of its stockholders of a Business Combination, the
      undersigned will vote all Insider Shares owned by him in accordance with the
      majority of the votes cast by the holders of the IPO Shares.

    


    2.
      In the
      event that the Company fails to consummate a Business Combination within 24
      months from the effective date (“Effective Date”) of the registration statement
      relating to the IPO, the undersigned will (i) cause the Trust Fund to be
      liquidated and distributed to the holders of IPO Shares and (ii) take all
      reasonable actions within his power to cause the Company to liquidate as soon
      as
      reasonably practicable. The undersigned hereby waives any and all right, title,
      interest or claim of any kind in or to any distribution of the Trust Fund and
      any remaining net assets of the Company as a result of such liquidation with
      respect to his Insider Shares (“Claim”) and hereby waives any Claim the
      undersigned may have in the future as a result of, or arising out of, any
      contracts or agreements with the Company and will not seek recourse against
      the
      Trust Fund for any reason whatsoever.

    


    3.
      In
      order to minimize potential conflicts of interest which may arise from multiple
      affiliations, the undersigned agrees to present to the Company for its
      consideration, prior to presentation to any other person or entity, any suitable
      opportunity to acquire an operating business, until the earlier of the
      consummation by the Company of a Business Combination, the liquidation of the
      Company or until such time as the undersigned ceases to be an officer or
      director of the Company, subject to any pre-existing fiduciary and contractual
      obligations the undersigned might have.

    


    4.
      The
      undersigned acknowledges and agrees that the Company will not consummate any
      Business Combination which involves a company which is affiliated with any
      of
      the Insiders unless the Company obtains an opinion from an independent
      investment banking firm reasonably acceptable to Brenner that the business
      combination is fair to the Company's stockholders from a financial
      perspective.

    


    5.
      Neither the undersigned, any member of the family of the undersigned, nor any
      affiliate (“Affiliate”) of the undersigned will be entitled to receive and will
      not accept any compensation for services rendered to the Company prior to or
      in
      connection with the consummation of the Business Combination.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6.
      Neither the undersigned, any member of the family of the undersigned, nor any
      Affiliate of the undersigned will be entitled to receive or accept a finder's
      fee or any other compensation in the event the undersigned, any member of the
      family of the undersigned or any Affiliate of the undersigned originates a
      Business Combination.

    


    7.
      The
      undersigned will escrow all of his Insider Shares acquired prior to the IPO
      until one year after the consummation by the Company of a Business Combination
      subject to the terms of a Stock Escrow Agreement which the Company will enter
      into with the undersigned and an escrow agent acceptable to the
      Company.

    


    8.
      The
      undersigned agrees to be a member of the Board of Directors of the Company
      until
      the earlier of the consummation by the Company of a Business Combination or
      the
      liquidation of the Company. The undersigned's biographical information furnished
      to the Company and Brenner and attached hereto as Exhibit A is true and accurate
      in all respects, does not omit any material information with respect to the
      undersigned's background and contains all of the information required to be
      disclosed pursuant to Item 401 of Regulation S-K, promulgated under the
      Securities Act of 1933. The undersigned's Questionnaire furnished to the Company
      and Brenner and annexed as Exhibit B hereto is true and accurate in all
      respects. The undersigned represents and warrants that:

    


    (a)
      he is
      not subject to, or a respondent in, any legal action for, any injunction,
      cease-and-desist order or order or stipulation to desist or refrain from any
      act
      or practice relating to the offering of securities in any
      jurisdiction;

    


    (b)
      he
      has never been convicted of or pleaded guilty to any crime (i) involving any
      fraud or (ii) relating to any financial transaction or handling of funds of
      another person, or (iii) pertaining to any dealings in any securities and he
      is
      not currently a defendant in any such criminal proceeding; and

    


    (c)
      he
      has never been suspended or expelled from membership in any securities or
      commodities exchange or association or had a securities or commodities license
      or registration denied, suspended or revoked.

    


    9.
      The
      undersigned has full right and power, without violating any agreement by which
      he is bound, to enter into this letter agreement and to serve as a member of
      the
      Board of Directors of the Company.

    


    10.
      The
      undersigned hereby waives his right to exercise conversion rights with respect
      to any shares of the Company's common stock owned or to be owned by the
      undersigned, directly or indirectly, and agrees that he will not seek conversion
      with respect to such shares in connection with any vote to approve a Business
      Combination.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    11.
      The
      undersigned hereby agrees to not propose, or vote in favor of, an amendment
      to
      the Company's Certificate of Incorporation to extend the period of time in
      which
      the Company must consummate a Business Combination prior to its liquidation.
      Should such a proposal be put before stockholders other than through actions
      by
      the undersigned, the undersigned hereby agrees to vote against such proposal.
      This paragraph may not be modified or amended under any
      circumstances.

    


    12.
      The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to Brenner and its legal representatives or agents
      (including any investigative search firm retained by Brenner) any information
      they may have about the undersigned's background and finances (“Information”).
      Neither Brenner nor its agents shall be violating the undersigned's right of
      privacy in any manner in requesting and obtaining the Information and the
      undersigned hereby releases them from liability for any damage whatsoever in
      that connection.

    


    13.
      As
      used herein, (i) a “Business Combination” shall mean the acquisition, through a
      stock exchange, asset acquisition or other similar business combination, of
      an
      operating business selected by the Company; (ii) “Insiders” shall mean all
      officers, directors, senior advisors and securityholders of the Company
      immediately prior to the IPO; (iii) “Insider Shares” shall mean all of the
      shares of Common Stock of the Company acquired by an Insider prior to the IPO
      or
      privately from the Company simultaneously with the IPO; (iv) “IPO Shares” shall
      mean the shares of Common Stock issued in the Company's IPO; and (v) “Trust
      Fund” shall mean that portion of net proceeds of the IPO placed in trust for the
      benefit of the holders of the shares of common stock issued in the Company’s IPO
      as contemplated by the Company’s prospectus relating to the IPO.

    


    


    


     

    Michael
      Clayton

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
      A

    


    Michael
      Clayton has
      been
      a member of our Board of Directors since March 2006. Since August 2005, Mr.
      Clayton has been a Principal and Managing Director of ACM Capital, an
      acquisition evaluation, advisory, and private equity firm. From April 2002
      through November 2005, Mr. Clayton served as President of PLM Transportation
      Equipment Corp., a former subsidiary of PLM International. From May 2001 to
      April 2002, Mr. Clayton was a Principal of Highland Capital, a financial
      services and asset management firm. From 1997 to May 2001, Mr. Clayton served
      as
      Senior Vice President, Global Operations and Development, and was a member
      of
      the Executive Committee of GATX Corporation, a New York Stock Exchange listed
      lessor of freight and tank cars. Prior to joining GATX, Mr. Clayton had over
      30
      years of additional experience in various capacities. Mr. Clayton was a Senior
      Vice President - Original Equipment and International Operations (1992-1995)
      and
      Vice President - International Operations (1991-1992) of Fel Pro, Inc., a
      company engaged in the manufacturing and distribution of automotive engine
      components to original equipment manufacturers and after-market sectors. From
      1979-1991, Mr. Clayton served in several capacities at Navistar International
      Corp., a producer of trucks and diesel engines. Mr. Clayton currently serves
      on
      the Board of Directors of Andy Frain and Associates, a commercial security
      and
      crowd management company and Coreblox Inc., a hosted website IT support company.
      He is a Fellow of Leadership Greater Chicago and recipient of the Urban League’s
      annual service award. Mr. Clayton received a B.A. from Illinois Institute of
      Technology and an M.B.A. from the University of Chicago.