EXHIBIT
      4.4

    


    THE
      REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES
      THAT
      IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN
      PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL
      NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR
      A
      PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER
      THAN (I) HCFP/BRENNER SECURITIES LLC (“BRENNER”) OR AN UNDERWRITER OR A SELECTED
      DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER
      OF BRENNER OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

     

    THIS
      PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) THE CONSUMMATION
      BY
      STONELEIGH PARTNERS ACQUISITION CORP. (“COMPANY”) OF A MERGER, CAPITAL STOCK
      EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS
      COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT
      (DEFINED HEREIN)) OR (II) ______________, 2008. VOID AFTER 5:00 P.M. EASTERN
      TIME, _________, 2012.

     

     

    UNIT
      PURCHASE OPTION 

    


    For
      the Purchase of 

    


    ______
      Units

     

    


    STONELEIGH
      PARTNERS ACQUISITION CORP.

     

    1. Purchase
      Option. 

     

    THIS
      CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of
      HCFP/Brenner Securities LLC (“Holder”), as registered owner of this Purchase
      Option, to Stoneleigh Partners Acquisition Corp. (“Company”), Holder is
      entitled, at any time or from time to time upon the later of the consummation
      of
      a Business Combination or __________, 2008 (“Commencement Date”), and at or
      before 5:00 p.m., Eastern Time, ___________, 2012 (“Expiration Date”), but not
      thereafter, to subscribe for, purchase and receive, in whole or in part, up
      to
      ____________ (______) Units (the “Units”). Each Unit consists of one share of
      common stock of the Company, par value $.0001 per share (“Common Stock”),
      and one Warrant (“Warrant(s)”). Each Warrant is the same as the warrants
      (“Public Warrants”) included in the Units being offered for sale to the public
      (“Offering”) by way of a registration statement (“Registration Statement). If
      the Expiration Date is a day on which banking institutions are authorized by
      law
      to close, then this Purchase Option may be exercised on the next succeeding
      day
      which is not such a day in accordance with the terms herein. During the period
      ending on the Expiration Date, the Company agrees not to take any action that
      would terminate the Purchase Option. This Purchase Option is initially
      exercisable at $________ per Unit so purchased; provided, however,
      that upon the occurrence of any of the events specified in Section 6 hereof,
      the
      rights granted by this Purchase Option, including the exercise price per Unit
      and the number of Units (and shares of Common Stock and Warrants) to be received
      upon such exercise, shall be adjusted as therein specified. The term “Exercise
      Price” shall
      mean
      the initial exercise price or the adjusted exercise price, depending on the
      context.

     

    
      
        
        

      

      
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    2. Exercise.

     

    2.1 Exercise
      Form.
      In
      order to exercise this Purchase Option, the exercise form attached hereto must
      be duly executed and completed and delivered to the Company, together with
      this
      Purchase Option and payment of the Exercise Price for the Units being purchased
      payable in cash or by certified check or official bank check. If the
      subscription rights represented hereby shall not be exercised at or before
      5:00
      p.m., Eastern time, on the Expiration Date this Purchase Option shall become
      and
      be void without further force or effect, and all rights represented hereby
      shall
      cease and expire.

     

    2.2 Legend.
      Each
      certificate for the securities purchased under this Purchase Option shall bear
      a
      legend as follows unless such securities have been registered under the
      Securities Act of 1933, as amended (“Act”):

     

     

    “The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933, as amended (“Act”) or applicable state law. The
      securities may not be offered for sale, sold or otherwise transferred except
      pursuant to an effective registration statement under the Act, or pursuant
      to an
      exemption from registration under the Act and applicable state
      law.”

     

    2.3 Cashless
      Exercise.

     

    2.3.1 Determination
      of Amount.
In
      lieu
      of the payment of the Exercise Price multiplied by the number of Units for
      which
      this Purchase Option is exercisable (and in lieu of being entitled to receive
      Common Stock and Warrants) in the manner required by Section 2.1, the Holder
      shall have the right (but not the obligation) to convert any exercisable but
      unexercised portion of this Purchase Option into Units (“Conversion
      Right”)
      as
      follows: upon exercise of the Cashless Exercise Right, the Company shall deliver
      to the Holder (without payment by the Holder of any of the Exercise Price in
      cash) that number of Units (or that number of shares of Common Stock and
      Warrants comprising that number of Units) equal to the quotient obtained by
      dividing (x) the “Value” (as defined below) of the portion of the Purchase
      Option being converted by (y) the Current Market Value (as defined below).
      The
“Value” of the portion of the Purchase Option being converted shall equal the
      remainder derived from subtracting (a) (i) the Exercise Price multiplied by
      (ii)
      the number of Units underlying the portion of this Purchase Option being
      converted from (b) the Current Market Value of a Unit multiplied by the number
      of Units underlying the portion of the Purchase Option being converted. As
      used
      herein, the term “Current Market Value” per Unit at any date means: (A) in the
      event that neither the Units nor Public Warrants are still trading, the
      remainder derived from subtracting (x) the exercise price of the Warrants
      multiplied by the number of shares of Common Stock issuable upon exercise of
      the
      Warrants underlying one Unit from (y) (i) the Current Market Price of the Common
      Stock multiplied by (ii) the number of shares of Common Stock underlying one
      Unit, which shall include the shares of Common Stock underlying the Warrants
      included in such Unit; (B) in the event that the Units, Common Stock and Public
      Warrants are still trading, (i) if the Units are listed on a national securities
      exchange or quoted on the Nasdaq Global Market, Nasdaq Capital Market or NASD
      OTC Bulletin Board (or successor exchange), the last sale price of the Units
      in
      the principal trading market for the Units as reported by the exchange, Nasdaq
      or the NASD, as the case may be, on the last trading day preceding the date
      in
      question; or (ii) if the Units are not listed on a national securities exchange
      or quoted on the Nasdaq Global Market, Nasdaq Capital Market or the NASD OTC
      Bulletin Board (or successor exchange), but is traded in the residual
      over-the-counter market, the closing bid price for Units on the last trading
      day
      preceding the date in question for which such quotations are reported by the
      Pink Sheets, LLC or similar publisher of such quotations; and (C) in the event
      that the Units are not still trading but the Common Stock and Public Warrants
      underlying the Units are still trading, the Current Market Price of the Common
      Stock plus the product of (x) the Current Market Price of the Public Warrants
      and (y) the number of shares of Common Stock underlying the Warrants included
      in
      one Unit. The “Current Market Price” shall mean (i) if the Common Stock (or
      Public Warrants, as the case may be) is listed on a national securities exchange
      or quoted on the Nasdaq Global Market, Nasdaq Capital Market or NASD OTC
      Bulletin Board (or successor exchange), the last sale price of the Common Stock
      (or Public Warrants) in the principal trading market for the Common Stock as
      reported by the exchange, Nasdaq or the NASD, as the case may be, on the last
      trading day preceding the date in question; (ii) if the Common Stock (or Public
      Warrants, as the case may be) is not listed on a national securities exchange
      or
      quoted on the Nasdaq Global Market, Nasdaq Capital Market or the NASD OTC
      Bulletin Board (or successor exchange), but is traded in the residual
      over-the-counter market, the closing bid price for the Common Stock (or Public
      Warrants) on the last trading day preceding the date in question for which
      such
      quotations are reported by the Pink Sheets, LLC or similar publisher of such
      quotations; and (iii) if the fair market value of the Common Stock cannot be
      determined pursuant to clause (i) or (ii) above, such price as the Board of
      Directors of the Company shall determine, in good faith. In the event the Public
      Warrants have expired and are no longer exercisable, no “Value” shall be
      attributed to the Warrants underlying this Purchase Option. Additionally, in
      the
      event that this Purchase Option is exercised pursuant to this Section 2.3 and
      the Public Warrants are still trading, the “Value” shall be reduced by the
      difference between the Warrant Exercise Price and the exercise price of the
      Public Warrants multiplied by the number of Warrants underlying the Units
      included in the portion of this Purchase Option being
      converted.

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.3.2 Mechanics
      of Cashless Exercise.
      The
      Conversion Right may be exercised by the Holder on any business day on or after
      the Commencement Date and not later than the Expiration Date by delivering
      the
      Purchase Option with the duly executed exercise form attached hereto with the
      cashless exercise section completed to the Company, exercising the Conversion
      Right and specifying the total number of Units the Holder will purchase pursuant
      to such Conversion Right.

     

    
      2.4 
        No Obligation to Net Cash Settle. Notwithstanding anything to the
        contrary contained in this Purchase Option, in no event will the Company
        be
        required to net cash settle the exercise of the Purchase Option or the Warrants
        underlying the Purchase Option. The holder of the Purchase Option and the
        Warrants underlying the Purchase Option will not be entitled to exercise
        the
        Purchase Option or the Warrants underlying such Purchase Option unless a
        registration statement is effective, or an exemption from the registration
        requirements is available at such time and, if the holder is not able to
        exercise the Purchase Option or underlying Warrants, the Purchase Option
        and/or
        the underlying Warrants, as applicable, will expire
        worthless.

    

     

    3. Transfer.
      

     

    3.1 General
      Restrictions.
      The
      registered Holder of this Purchase Option, by its acceptance hereof, agrees
      that
      it will not sell, transfer, assign, pledge or hypothecate this Purchase Option
      for a period of one year following the effective date of the Registration
      Statement (“Effective Date”) to anyone other than (i) Brenner or an underwriter
      or a selected dealer in connection with the Offering, or (ii) a bona fide
      officer or partner of Brenner or of any such underwriter or selected dealer.
      On
      and after the first anniversary of the Effective Date, transfers to others
      may
      be made subject to compliance with or exemptions from applicable securities
      laws. In order to make any permitted assignment, the Holder must deliver to
      the
      Company the assignment form attached hereto duly executed and completed,
      together with the Purchase Option and payment of all transfer taxes, if any,
      payable in connection therewith. The Company shall within five business days
      transfer this Purchase Option on the books of the Company and shall execute
      and
      deliver a new Purchase Option or Purchase Options of like tenor to the
      appropriate assignee(s) expressly evidencing the right to purchase the aggregate
      number of Units purchasable hereunder or such portion of such number as shall
      be
      contemplated by any such assignment.

     

    3.2 Restrictions
      Imposed by the Act.
      The
      securities evidenced by this Purchase Option shall not be transferred unless
      and
      until (i) the Company has received the opinion of counsel for the Holder that
      the securities may be transferred pursuant to an exemption from registration
      under the Act and applicable state securities laws, the availability of which
      is
      established to the reasonable satisfaction of the Company (the Company hereby
      agreeing that the opinion of Blank Rome LLP shall be deemed satisfactory
      evidence of the availability of an exemption), or (ii) a registration statement
      or a post-effective amendment to the Registration Statement relating to such
      securities has been filed by the Company and declared effective by the
      Securities and Exchange Commission and compliance with applicable state
      securities law has been established.

     

    4. New
      Purchase Options to be Issued.

     

    4.1 Partial
      Exercise or Transfer.
      Subject
      to the restrictions in Section 3 hereof, this Purchase Option may be exercised
      or assigned in whole or in part. In the event of the exercise or assignment
      hereof in part only, upon surrender of this Purchase Option for cancellation,
      together with the duly executed exercise or assignment form and funds sufficient
      to pay any Exercise Price and/or transfer tax, the Company shall cause to be
      delivered to the Holder without charge a new Purchase Option of like tenor
      to
      this Purchase Option in the name of the Holder evidencing the right of the
      Holder to purchase the number of Units purchasable hereunder as to which this
      Purchase Option has not been exercised or assigned.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    4.2 Lost
      Certificate.
      Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of this Purchase Option and of reasonably satisfactory
      indemnification or the posting of a bond, the Company shall execute and deliver
      a new Purchase Option of like tenor and date. Any such new Purchase Option
      executed and delivered as a result of such loss, theft, mutilation or
      destruction shall constitute a substitute contractual obligation on the part
      of
      the Company.

     

    5. Registration
      Rights. 

     

    5.1 Demand
      Registration.
      

     

    5.1.1 Grant
      of Right.
      The
      Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at
      least 51% of the Purchase Options and/or the underlying Units and/or the
      underlying securities (“Majority Holders”), agrees to use its best efforts to
      register on one occasion, all or any portion of the Purchase Options requested
      by the Majority Holders in the Initial Demand Notice and all of the securities
      underlying such Purchase Options, including the Units, Common Stock, the
      Warrants and the Common Stock underlying the Warrants (collectively, the
“Registrable Securities”). On such occasion, the Company will use its best
      efforts to file a registration statement or a post-effective amendment to the
      Registration Statement covering the Registrable Securities within sixty days
      after receipt of the Initial Demand Notice and use its best efforts to have
      such
      registration statement or post-effective amendment declared effective as soon
      as
      possible thereafter. The demand for registration may be made at any time during
      a period of five years beginning on the Effective Date. The Company covenants
      and agrees to give written notice of its receipt of any Initial Demand Notice
      by
      any Holder(s) to all other registered Holders of the Purchase Options and/or
      the
      Registrable Securities within ten days from the date of the receipt of any
      such
      Initial Demand Notice.

     

    5.1.2 Terms.
      The
      Company shall bear all fees and expenses attendant to registering the
      Registrable Securities, including the expenses of any legal counsel selected
      by
      the Holders to represent them in connection with the sale of the Registrable
      Securities, but the Holders shall pay any and all underwriting commissions.
      The
      Company agrees to use its reasonable best efforts to qualify or register the
      Registrable Securities in such States as are reasonably requested by the
      Majority Holder(s); provided, however, that in no event shall the Company be
      required to register the Registrable Securities in a State in which such
      registration would cause (i) the Company to be obligated to qualify to do
      business in such State, or would subject the Company to taxation as a foreign
      corporation doing business in such jurisdiction or (ii) the principal
      stockholders of the Company to be obligated to escrow their shares of capital
      stock of the Company. The Company shall use its best efforts to cause any
      registration statement or post-effective amendment filed pursuant to the demand
      rights granted under Section 5.1.1 to remain effective for a period of nine
      consecutive months from the effective date of such registration statement or
      post-effective amendment.

     

    5.2 “Piggy-Back”
      Registration.
      

     

    5.2.1 Grant
      of Right.
      In
      addition to the demand right of registration, the Holders of the Purchase
      Options shall have the right for a period of eight years commencing on the
      Effective Date, to include the Registrable Securities as part of any other
      registration of securities filed by the Company (other than in connection with
      a
      transaction contemplated by Rule 145(a) promulgated under the Act or pursuant
      to
      Form S-8); provided, however, that if, in the written opinion of the Company’s
      managing underwriter or underwriters, if any, for such offering, the inclusion
      of the Registrable Securities, when added to the securities being registered
      by
      the Company or the selling stockholder(s), will exceed the maximum amount of
      the
      Company’s securities which can be marketed (i) at a price reasonably
      related to their then current market value, and (ii) without materially and
      adversely affecting the entire offering, then the Company will still be required
      to include the Registrable Securities, but may require the Holders to agree,
      in
      writing, to delay the sale of all or any portion of the Registrable Securities
      for a period of 90 days from the effective date of the offering, provided,
      further, that if the sale of any Registrable Securities is so delayed, then
      the
      number of securities to be sold by all stockholders in such public offering
      during such 90 day period shall be apportioned pro rata
      among
      all such selling stockholders, including all holders of the Registrable
      Securities, according to the total amount of securities of the Company owned
      by
      said selling stockholders, including all holders of the Registrable
      Securities.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    5.2.2 Terms.
      The
      Company shall bear all fees and expenses attendant to registering the
      Registrable Securities, including the expenses of any legal counsel selected
      by
      the Holders to represent them in connection with the sale of the Registrable
      Securities but the Holders shall pay any and all underwriting commissions
      related to the Registrable Securities. In the event of such a proposed
      registration, the Company shall furnish the then Holders of outstanding
      Registrable Securities with not less than fifteen days written notice prior
      to
      the proposed date of filing of such registration statement. Such notice to
      the
      Holders shall continue to be given for each applicable registration statement
      filed (during the period in which the Purchase Option is exercisable) by the
      Company until such time as all of the Registrable Securities have been
      registered and sold. The holders of the Registrable Securities shall exercise
      the “piggy-back” rights provided for herein by giving written notice, within ten
      days of the receipt of the Company’s notice of its intention to file a
      registration statement. The Company shall use its best efforts to cause any
      registration statement filed pursuant to the above “piggyback” rights to remain
      effective for at least nine months from the date that the Holders of the
      Registrable Securities are first given the opportunity to sell all of such
      securities.

     

    [Intentionally
      Omitted.]

     

    5.4 General
      Terms.
      

     

    5.4.1 Indemnification.
      The
      Company shall indemnify the Holder(s) of the Registrable Securities to be sold
      pursuant to any registration statement hereunder and each person, if any, who
      controls such Holders within the meaning of Section 15 of the Act or Section
      20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”),
      against all loss, claim, damage, expense or liability (including all reasonable
      attorneys’ fees and other expenses reasonably incurred in investigating,
      preparing or defending against litigation, commenced or threatened, or any
      claim
      whatsoever whether arising out of any action between the Underwriter and the
      Company or between the Underwriter and any third party or otherwise) to which
      any of them may become subject under the Act, the Exchange Act or otherwise,
      arising from such registration statement but only to the same extent and with
      the same effect as the provisions pursuant to which the Company has agreed
      to
      indemnify the Underwriters contained in Section 5 of the Underwriting Agreement
      between the Company, Brenner and the other Underwriters named therein dated
      the
      Effective Date. The Holder(s) of the Registrable Securities to be sold pursuant
      to such registration statement, and their successors and assigns, shall
      severally, and not jointly, indemnify the Company, its officers and directors
      and each person, if any, who controls the Company within the meaning of Section
      15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim,
      damage, expense or liability (including all reasonable attorneys’ fees and other
      expenses reasonably incurred in investigating, preparing or defending against
      any claim whatsoever) to which they may become subject under the Act, the
      Exchange Act or otherwise, arising from information furnished by or on behalf
      of
      such Holders, or their successors or assigns, in writing, for specific inclusion
      in such registration statement to the same extent and with the same effect
      as
      the provisions contained in Section 5 of the Underwriting Agreement pursuant
      to
      which the Underwriters have agreed to indemnify the Company.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    5.4.2 Exercise
      of Purchase Options.
      Nothing
      contained in this Purchase Option shall be construed as requiring the Holder(s)
      to exercise their Purchase Options or Warrants underlying such Purchase Options
      prior to or after the initial filing of any registration statement or the
      effectiveness thereof.

     

    5.4.3 Documents
      Delivered to Holders.
      In
      connection with an underwritten public offering, the Company shall furnish
      Brenner, as representative of the Holders participating in such offering, a
      signed counterpart, addressed to the participating Holders, of (i) any opinion
      of counsel to the Company delivered to the managing underwriters and (ii) any
      “cold comfort” letter signed by the independent public accountants who have
      issued a report on the Company’s financial statements included in such
      registration statement, delivered to the managing underwriters. The Company
      shall also deliver promptly to Brenner, as representative of the Holders
      participating in the offering, the correspondence and memoranda described below
      and copies of all correspondence between the Commission and the Company, its
      counsel or auditors and all memoranda relating to discussions with the
      Commission or its staff with respect to the registration statement and permit
      Brenner, as representative of the Holders, to do such investigation, upon
      reasonable advance notice, with respect to information contained in or omitted
      from the registration statement as it deems reasonably necessary to comply
      with
      applicable securities laws or rules of the National Association of Securities
      Dealers, Inc. (“NASD”). Such investigation shall include access to books,
      records and properties and opportunities to discuss the business of the Company
      with its officers and independent auditors, all to such reasonable extent and
      at
      such reasonable times and as often as Brenner, as representative of the Holders,
      shall reasonably request. The Company shall not be required to disclose any
      confidential information or other records to Brenner, as representative of
      the
      Holders, or to any other person, until and unless such persons shall have
      entered into reasonable confidentiality agreements (in form and substance
      reasonably satisfactory to the Company), with the Company with respect
      thereto.

     

    5.4.4 Underwriting
      Agreement.
      The
      Company shall enter into an underwriting agreement with the managing
      under-writer(s), if any, selected by any Holders whose Registrable Securities
      are being registered pursuant to this Section 5, which managing underwriter
      shall be reasonably acceptable to the Company. Such agreement shall be
      reasonably satisfactory in form and substance to the Company, each Holder and
      such managing underwriters, and shall contain such representations, warranties
      and covenants by the Company and such other terms as are customarily contained
      in agreements of that type used by the managing underwriter. The Holders shall
      be parties to any underwriting agreement relating to an underwritten sale of
      their Registrable Securities and may, at their option, require that any or
      all
      the representations, warranties and covenants of the Company to or for the
      benefit of such underwriters shall also be made to and for the benefit of such
      Holders. Such Holders shall not be required to make any representations or
      warranties to or agreements with the Company or the underwriters except as
      they
      may relate to such Holders and their intended methods of distribution. Such
      Holders, however, shall agree to such covenants and indemnification and
      contribution obligations for selling stockholders as are customarily contained
      in agreements of that type used by the managing underwriter. Further, such
      Holders shall execute appropriate custody agreements and otherwise cooperate
      fully in the preparation of the registration statement and other documents
      relating to any offering in which they include securities pursuant to this
      Section 5. Each Holder shall also furnish to the Company such information
      regarding itself, the Registrable Securities held by it, and the intended method
      of disposition of such securities as shall be reasonably required to effect
      the
      registration of the Registrable Securities.

     

    5.4.5 Rule
      144 Sale.
      Notwithstanding anything contained in this Section 5 to the contrary, the
      Company shall have no obligation pursuant to Section 5.1 or 5.2  to use its
      best efforts to obtain the registration of Registrable Securities held
      by any Holder (i) where such Holder would then be entitled to sell under
      Rule 144 within any three-month period (or such other period prescribed
      under Rule 144 as may be provided by amendment thereof) all of the
      Registrable Securities then held by such Holder, and (ii) where the number
      of Registrable Securities held by such Holder is within the volume limitations
      under paragraph (e) of Rule 144 (calculated as if such Holder were an
      affiliate within the meaning of Rule 144) and the Holder is not an
      affiliate (as defined in Rule 144(a)) of the Company.

     

    
      
        
        

      

      
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    5.4.6 Supplemental
      Prospectus.
      Each
      Holder agrees, that upon receipt of any notice from the Company of the happening
      of any event as a result of which the prospectus included in the Registration
      Statement, as then in effect, includes an untrue statement of a material fact
      or
      omits to state a material fact required to be stated therein or necessary to
      make the statements therein not misleading in light of the circumstances then
      existing, such Holder will immediately discontinue disposition of Registrable
      Securities pursuant to the Registration Statement covering such Registrable
      Securities until such Holder’s receipt of the copies of a supplemental or
      amended prospectus, and, if so desired by the Company, such Holder shall deliver
      to the Company (at the expense of the Company) or destroy (and deliver to the
      Company a certificate of such destruction) all copies, other than permanent
      file
      copies then in such Holder’s possession, of the prospectus covering such
      Registrable Securities current at the time of receipt of such
      notice.

     

    5.4.7 Rule 144.
      The
      Company covenants that it shall use its best efforts to file any reports
      required to be filed by it under the Act and the Exchange Act and shall take
      such further action as the holders of Registrable Securities may reasonably
      request, all to the extent required from time to time to enable such holders
      to
      sell Registrable Securities without registration under the Act within the
      limitation of the exemptions provided by Rule 144, as such Rule may be
      amended from time to time, or any similar Rule or regulation hereafter
      adopted by the Securities and Exchange Commission. 

     

    6. Adjustments.

     

    6.1 Adjustments
      to Exercise Price and Number of Securities.
      The
      Exercise Price and the number of Units underlying the Purchase Option shall
      be
      subject to adjustment from time to time as hereinafter set forth:

     

    6.1.1 Stock
      Dividends - Split-Ups.
      If
      after the date hereof, and subject to the provisions of Section 6.4 below,
      the
      number of outstanding shares of Common Stock is increased by a stock dividend
      payable in shares of Common Stock or by a split-up of shares of Common Stock
      or
      other similar event, then, on the effective date thereof, the number of shares
      of Common Stock underlying each of the Units purchasable hereunder shall be
      increased in proportion to such increase in outstanding shares. In such case,
      the number of shares of Common Stock, and
      the exercise price applicable thereto, underlying
      the Warrants underlying each of the Units purchasable hereunder shall be
      adjusted in accordance with the terms of the Warrants. 

     

    6.1.2 Aggregation
      of Shares.
      If
      after the date hereof, and subject to the provisions of Section 6.4, the number
      of outstanding shares of Common Stock is decreased by a consolidation,
      combination or reclassification of shares of Common Stock or other similar
      event, then, on the effective date thereof, the number of shares of Common
      Stock
      underlying each of the Units purchasable hereunder shall be decreased in
      proportion to such decrease in outstanding shares. In such case, the number
      of
      shares of Common Stock, and the exercise price applicable thereto, underlying
      the Warrants underlying each of the Units purchasable hereunder shall be
      adjusted in accordance with the terms of the Warrants.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    6.1.3 Replacement
      of Securities upon Reorganization, etc.
      In case
      of any reclassification or reorganization of the outstanding shares of Common
      Stock other than a change covered by Section 6.1.1 or 6.1.2 hereof or that
      solely affects the par value of such shares of Common Stock, or in the case
      of
      any merger or consolidation of the Company with or into another corporation
      (other than a consolidation or merger in which the Company is the continuing
      corporation and that does not result in any reclassification or reorganization
      of the outstanding shares of Common Stock), or in the case of any sale or
      conveyance to another corporation or entity of the property of the Company
      as an
      entirety or substantially as an entirety in connection with which the Company
      is
      dissolved, the Holder of this Purchase Option shall have the right thereafter
      (until the expiration of the right of exercise of this Purchase Option) to
      receive upon the exercise hereof, for the same aggregate Exercise Price payable
      hereunder immediately prior to such event, the kind and amount of shares of
      stock or other securities or property (including cash) receivable upon such
      reclassification, reorganization, merger or consolidation, or upon a dissolution
      following any such sale or transfer, by a Holder of the number of shares of
      Common Stock of the Company obtainable upon exercise of this Purchase Option
      and
      the underlying Warrants immediately prior to such event; and if any
      reclassification also results in a change in shares of Common Stock covered
      by
      Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to
      Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this
      Section 6.1.3 shall similarly apply to successive reclassifications,
      reorganizations, mergers or consolidations, sales or other
      transfers.

     

    6.1.4 Changes
      in Form of Purchase Option.
      This
      form of Purchase Option need not be changed because of any change pursuant
      to
      this Section, and Purchase Options issued after such change may state the same
      Exercise Price and the same number of Units as are stated in the Purchase
      Options initially issued pursuant to this Agreement. The acceptance by any
      Holder of the issuance of new Purchase Options reflecting a required or
      permissive change shall not be deemed to waive any rights to an adjustment
      occurring after the Commencement Date or the computation thereof.

     

    6.2 [Intentionally
      Omitted]

     

    6.3 Substitute
      Purchase Option.
      In case
      of any consolidation of the Company with, or merger of the Company with, or
      merger of the Company into, another corporation (other than a consolidation
      or
      merger which does not result in any reclassification or change of the
      outstanding Common Stock), the corporation formed by such consolidation or
      merger shall execute and deliver to the Holder a supplemental Purchase Option
      providing that the holder of each Purchase Option then outstanding or to be
      outstanding shall have the right thereafter (until the stated expiration of
      such
      Purchase Option) to receive, upon exercise of such Purchase Option, the kind
      and
      amount of shares of stock and other securities and property receivable upon
      such
      consolidation or merger, by a holder of the number of shares of Common Stock
      of
      the Company for which such Purchase Option might have been exercised immediately
      prior to such consolidation, merger, sale or transfer. Such supplemental
      Purchase Option shall provide for adjustments which shall be identical to the
      adjustments provided in Section 6. The above provision of this Section shall
      similarly apply to successive consolidations or mergers.

     

    6.4 Elimination
      of Fractional Interests.
      The
      Company shall not be required to issue certificates representing fractions
      of
      shares of Common Stock or Warrants upon the exercise of the Purchase Option,
      nor
      shall it be required to issue scrip or pay cash in lieu of any fractional
      interests, it being the intent of the parties that all fractional interests
      shall be eliminated by rounding any fraction up to the nearest whole number
      of
      Warrants, shares of Common Stock or other securities, properties or
      rights.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    7. Reservation
      and Listing. The Company shall at all times reserve and keep available out
      of
      its authorized shares of Common Stock, solely for the purpose of issuance upon
      exercise of the Purchase Options or the Warrants underlying the Purchase Option,
      such number of shares of Common Stock or other securities, properties or rights
      as shall be issuable upon the exercise thereof. The Company covenants and agrees
      that, upon exercise of the Purchase Options and payment of the Exercise Price
      therefor, all shares of Common Stock and other securities issuable upon such
      exercise shall be duly and validly issued, fully paid and non-assessable and
      not
      subject to preemptive rights of any stockholder. The Company further covenants
      and agrees that upon exercise of the Warrants underlying the Purchase Options
      and payment of the respective Warrant exercise price therefor, all shares of
      Common Stock and other securities issuable upon such exercise shall be duly
      and
      validly issued, fully paid and non-assessable and not subject to preemptive
      rights of any stockholder. As long as the Purchase Options shall be outstanding,
      the Company shall use its best efforts to cause all (i) Units and shares of
      Common Stock issuable upon exercise of the Purchase Options, (iii) Warrants
      issuable upon exercise of the Purchase Options and (iv) shares of Common Stock
      issuable upon exercise of the Warrants included in the Units issuable upon
      exercise of the Purchase Option to be listed (subject to official notice of
      issuance) on all securities exchanges (or, if applicable on the Nasdaq National
      Market, SmallCap Market, OTC Bulletin Board or any successor trading market)
      on
      which the Units, the Common Stock or the Public Warrants issued to the public
      in
      connection herewith may then be listed and/or quoted.

     

    8. Certain
      Notice Requirements.

     

    8.1 Holder’s
      Right to Receive Notice.
      Nothing
      herein shall be construed as conferring upon the Holders the right to vote
      or
      consent as a stockholder for the election of directors or any other matter,
      or
      as having any rights whatsoever as a stockholder of the Company. If, however,
      at
      any time prior to the expiration of the Purchase Options and their exercise,
      any
      of the events described in Section 8.2 shall occur, then, in one or more of
      said
      events, the Company shall give written notice of such event at least fifteen
      days prior to the date fixed as a record date or the date of closing the
      transfer books for the determination of the stockholders entitled to such
      dividend, distribution, conversion or exchange of securities or subscription
      rights, or entitled to vote on such proposed dissolution, liquidation, winding
      up or sale. Such notice shall specify such record date or the date of the
      closing of the transfer books, as the case may be. Notwithstanding the
      foregoing, the Company shall deliver to each Holder a copy of each notice given
      to the stockholders of the Company at the same time and in the same manner
      that
      such notice is given to the stockholders.

     

    8.2 Events
      Requiring Notice.
      The
      Company shall be required to give the notice described in this Section 8 in
      connection with one or more of the following events: (i) if the Company shall
      take a record of the holders of its shares of Common Stock for the purpose
      of
      entitling them to receive a dividend or distribution payable otherwise than
      in
      cash, or a cash dividend or distribution payable otherwise than out of retained
      earnings, as indicated by the accounting treatment of such dividend or
      distribution on the books of the Company, or (ii) the Company shall offer to
      all
      the holders of its Common Stock any additional shares of capital stock of the
      Company or securities convertible into or exchangeable for shares of capital
      stock of the Company, or any option, right or warrant to subscribe therefor,
      or
      (iii) a dissolution, liquidation or winding up of the Company (other than in
      connection with a consolidation or merger) or a sale of all or substantially
      all
      of its property, assets and business shall be proposed.

     

    8.3 Notice
      of Change in Exercise Price.
      The
      Company shall, promptly after an event requiring a change in the Exercise Price
      pursuant to Section 6 hereof, send notice to the Holders of such event and
      change (“Price Notice”). The Price Notice shall describe the event causing the
      change and the method of calculating same and shall be certified as being true
      and accurate by the Company’s President and Chief Financial
      Officer.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    8.4 Transmittal
      of Notices.
      All
      notices, requests, consents and other communications under this Purchase Option
      shall be in writing and shall be deemed to have been duly made when hand
      delivered, or mailed by express mail or private courier service: (i) If to
      the
      registered Holder of the Purchase Option, to the address of such Holder as
      shown
      on the books of the Company, or (ii) if to the Company, to the following address
      or to such other address as the Company may designate by notice to the
      Holders:

     

    Stoneleigh
      Partners Acquisition Corp.

    555
      Fifth
      Avenue

    New
      York,
      New York 10017

    Attn: 
      Chief
      Financial Officer

     

    9. Miscellaneous.

     

    9.1 Amendments.
      The
      Company and Brenner may from time to time supplement or amend this Purchase
      Option without the approval of any of the Holders in order to cure any
      ambiguity, to correct or supplement any provision contained herein that may
      be
      defective or inconsistent with any other provisions herein, or to make any
      other
      provisions in regard to matters or questions arising hereunder that the Company
      and Brenner may deem necessary or desirable and that the Company and Brenner
      deem shall not adversely affect the interest of the Holders. All other
      modifications or amendments shall require the written consent of and be signed
      by the party against whom enforcement of the modification or amendment is
      sought.

     

    9.2 Headings.
      The
      headings contained herein are for the sole purpose of convenience of reference,
      and shall not in any way limit or affect the meaning or interpretation of any
      of
      the terms or provisions of this Purchase Option.

     

    10. Entire
      Agreement. This Purchase Option (together with the other agreements and
      documents being delivered pursuant to or in connection with this Purchase
      Option) constitutes the entire agreement of the parties hereto with respect
      to
      the subject matter hereof, and supersedes all prior agreements and
      understandings of the parties, oral and written, with respect to the subject
      matter hereof.

     

    10.1 Binding
      Effect.
      This
      Purchase Option shall inure solely to the benefit of and shall be binding upon,
      the Holder and the Company and their permitted assignees, respective successors,
      legal representative and assigns, and no other person shall have or be construed
      to have any legal or equitable right, remedy or claim under or in respect of
      or
      by virtue of this Purchase Option or any provisions herein
      contained.

     

    10.2 Governing
      Law; Submission to Jurisdiction.
      This
      Purchase Option shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflict of
      laws. The Company hereby agrees that any action, proceeding or claim against
      it
      arising out of, or relating in any way to this Purchase Option shall be brought
      and enforced in the courts of the State of New York or of the United States
      of
      America for the Southern District of New York, and irrevocably submits to such
      jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives
      any objection to such exclusive jurisdiction and that such courts represent
      an
      inconvenient forum. Any process or summons to be served upon the Company may
      be
      served by transmitting a copy thereof by registered or certified mail, return
      receipt requested, postage prepaid, addressed to it at the address set forth
      in
      Section 8 hereof. Such mailing shall be deemed personal service and shall be
      legal and binding upon the Company in any action, proceeding or claim. The
      Company and the Holder agree that the prevailing party(ies) in any such action
      shall be entitled to recover from the other party(ies) all of its reasonable
      attorneys’ fees and expenses relating to such action or proceeding and/or
      incurred in connection with the preparation therefor.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    10.3 Waiver,
      Etc.
      The
      failure of the Company or the Holder to at any time enforce any of the
      provisions of this Purchase Option shall not be deemed or construed to be a
      waiver of any such provision, nor to in any way affect the validity of this
      Purchase Option or any provision hereof or the right of the Company or any
      Holder to thereafter enforce each and every provision of this Purchase Option.
      No waiver of any breach, non-compliance or non-fulfillment of any of the
      provisions of this Purchase Option shall be effective unless set forth in a
      written instrument executed by the party or parties against whom or which
      enforcement of such waiver is sought; and no waiver of any such breach,
      non-compliance or non-fulfillment shall be construed or deemed to be a waiver
      of
      any other or subsequent breach, non-compliance or non-fulfillment.

     

    10.4 Execution
      in Counterparts.
      This
      Purchase Option may be executed in one or more 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.

     

    10.5 Exchange
      Agreement.
      As a
      condition of the Holder’s receipt and acceptance of this Purchase Option, Holder
      agrees that, at any time prior to the complete exercise of this Purchase Option
      by Holder, if the Company and Brenner enter into an agreement (“Exchange
      Agreement”) pursuant to which they agree that all outstanding Purchase Options
      will be exchanged for securities or cash or a combination of both, then Holder
      shall agree to such exchange and become a party to the Exchange
      Agreement.

     

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by
      its
      duly authorized officer as of the ___ day of ________, 2007.

     

    


    STONELEIGH
      PARTNERS ACQUISITION
      CORP.

     

    By:_________________________________

    Name:

    Title:

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    Form
      to
      be used to exercise Purchase Option:

    


    Stoneleigh
      Partners Acquisition Corp.

    


    


    Date:_________________,
      20___

    


    The
      undersigned hereby elects irrevocably to exercise all or a portion of the within
      Purchase Option and to purchase ____ Units of Stoneleigh Partners Acquisition
      Corp. and hereby makes payment of $____________ (at the rate of $_________
      per
      Unit) in payment of the Exercise Price pursuant thereto. Please issue the Common
      Stock and  Warrants as to which this Purchase Option is exercised in
      accordance with the instructions given below.

    


    or

    


    The
      undersigned hereby elects irrevocably to convert its right to purchase
      _________  Units purchasable under the within Purchase Option by surrender
      of the unexercised portion of the attached Purchase Option (with a “Value” based
      of $_______ based on a “Current Market Price” of $_______). Please issue the
      securities comprising the Units as to which this Purchase Option is exercised
      in
      accordance with the instructions given below.

    


    ______________________________

    Signature

     

    ______________________________

    Signature
      Guaranteed

    


    


    


    INSTRUCTIONS
      FOR REGISTRATION OF SECURITIES

    


    


    Name_____________________________________________________________

    (Print
      in
      Block Letters)

    


    Address__________________________________________________________

    


    


    NOTICE:
      The signature to this form must correspond with the name as written upon the
      face of the within Purchase Option in every particular without alteration or
      enlargement or any change whatsoever, and must be guaranteed by a bank, other
      than a savings bank, or by a trust company or by a firm having membership on
      a
      registered national securities exchange.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    Form
      to
      be used to assign Purchase Option:

    


    


    ASSIGNMENT

     

    (To
      be
      executed by the registered Holder to effect a transfer of the within Purchase
      Option):

    


    FOR
      VALUE
      RECEIVED,______________________________________________

    does
      hereby sell, assign and transfer
      unto___________________________________________

    the
      right
      to purchase __________ Units of Stoneleigh Partners Acquisition Corp.
      (“Company”) evidenced by the within Purchase Option and does hereby authorize
      the Company to transfer such right on the books of the Company.

    


    Dated:___________________,
      20__

    


    


    ______________________________

    Signature

     

    ______________________________

    Signature
      Guaranteed

    
 

    NOTICE:
      The signature to this form must correspond with the name as written upon the
      face of the within Purchase Option in every particular without alteration or
      enlargement or any change whatsoever, and must be guaranteed by a bank, other
      than a savings bank, or by a trust company or by a firm having membership on
      a
      registered national securities exchange.

     

    
      
        
        

      

      14