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 securityholder, officer 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 14 hereof):

    


    1.
      If the
      Company solicits approval of its stockholders of a Business Combination, the
      undersigned will cause JAC Opportunity Fund I, LLC (“JAC Opportunity”) to vote
      all Insider Shares owned by such entity 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 the Insider Shares owned by JAC Opportunity (“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. In the event of
      the
      liquidation of the Trust Fund, the undersigned agrees to indemnify and hold
      harmless the Company against any and all loss, liability, claims, damage and
      expense whatsoever (including, but not limited to, any and all legal or other
      expenses reasonably incurred in investigating, preparing or defending against
      any litigation, whether pending or threatened, or any claim whatsoever) which
      the Company may become subject as a result of any claim by any vendor or other
      person who is owed money by the Company for services rendered or products sold
      or contracted for, or by any target business, but only to the extent necessary
      to ensure that such loss, liability, claim, damage or expense does not reduce
      the amount in the Trust Fund.

    


    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; provided that
      commencing on the Effective Date, PLM International Inc. (“Related Party”),
      shall be allowed to charge the Company $7,500 per month, representing an
      allocable share of Related Party's overhead, to compensate it for the Company's
      use of Related Party's offices, utilities and personnel. Related Party and
      the
      undersigned shall also be entitled to reimbursement from the Company for their
      out-of-pocket expenses incurred in connection with seeking and consummating
      a
      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 the Insider Shares owned by JAC Opportunity
      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 the Vice Chairman and Chief Financial Officer and
      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 Vice Chairman
      and Chief Financial Officer and 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 cause JAC Opportunity to 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
      cause JAC Opportunity to vote against such proposal. This paragraph may not
      be
      modified or amended under any circumstances.

    


    12.
      In
      the event that the Company does not consummate a Business Combination and must
      liquidate and its remaining net assets are insufficient to complete such
      liquidation, the undersigned agrees to advance such funds necessary to complete
      such liquidation and agrees not to seek repayment for such
      expenses.

    


    13.
      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.

    


    14.
      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 secuirtyholders 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.

    


    


    


     

    James
      Coyne

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      A

    


    James
      A. Coyne has
      been
      our Vice Chairman since January 2007 and our Chief Financial Officer and a
      member of our Board of Directors since our inception. He has also served as
      President and Chief Executive Officer of PLM International Inc. since August
      2002, and has been a member of its Board of Directors since February 2001.
      From
      December 1994 until December 2005, Mr. Coyne served as the Senior Vice President
      of Equis Corporation. Since May 2000, Mr. Coyne has served on the Board of
      Managers of DSC/Purgatory, LLC, and, since 1999, has served on the Board of
      Managers of Mountain Springs Kirkwood, LLC. Since March 2000, Mr. Coyne has
      been
      a member of the Board of Managers of Echelon Development Holdings, LLC. In
      January 2007, Mr. Coyne became a Director of Xybernaut Corporation, a technology
      company acquired by East River Capital, a private equity firm that is an
      affiliate of Mr. Coyne. Since 1997, Mr. Coyne has served as President and a
      member of the Board of Directors of Semele Group, Inc. Mr. Coyne received a
      B.S.
      from John Carroll University, a Master of Accountancy from Case Western Reserve
      University, and is a certified public accountant.