Unassociated Document


     

    As
      of
      April 4, 2007

    


    HCFP/Brenner
      Securities LLC

    888
      Seventh Avenue - 9th 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 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  30
      calendar days after the Company files a preliminary proxy statement (the
“Preliminary Proxy Statement”) seeking approval of the holders of
      its 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 $8.65.
      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-

      April
        4,
        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 in
      compliance with 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 Units or the securities
      underlying such Units purchased hereunder until the earlier of the
      completion of a business combination or the liquidation of the
      Company.

     

    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-

        April
          4,
          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,

              


              /s/
                Gary
                Engle                                 
                

              Gary
                Engle

              


              
                /s/
                  James
                  Coyne                              

              

              James
                Coyne

              


              /s/
                Jonathan
                Davidson                   
                

              
                Jonathan
                  Davidson

                


                /s/
                  Brian
                  Kaufman                           
                  

                Brian
                  Kaufman

              

            


    

    
 

    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
           

        

      

    

    


    SCHEDULE
      A

    


    
      	
              Gary
                D. Engle

            	 	 	
              53.6421

            	
              %

            
	
              James
                A. Coyne

            	 	 	
              38.7831

            	
              %

            
	Brian
              Kaufman	 	 	6.2874	
              %

            
	Jonathan
              Davidson	 	 	6.2874	
              %