Unassociated Document


    
 

    
      Subscription
        Agreement

      


      


      As
        of
        April 4, 2007

      


      To
        the
        Board of Directors of 

      Stoneleigh
        Partners Acquisition Corp.:

      


      Gentlemen:

      


      The
        undersigned hereby subscribes for and agrees to purchase _______ Warrants
        (“Insider Warrants”) at $0.56737588652 per Insider Warrant, of Stoneleigh
        Partners Acquisition Corp. (the “Corporation”) for an aggregate purchase price
        of $________ (“Purchase Price”). The purchase and issuance of the Insider
        Warrants shall occur simultaneously with the consummation of the Corporation’s
        initial public offering of securities (“IPO”) which is being underwritten by
        HCFP/Brenner Securities LLC (“Brenner”). The Insider Warrants will be sold to
        the undersigned on a private placement basis and not part of the IPO.


      


      At
        least
        24 hours prior to the effective date of the registration statement filed
        in
        connection with the IPO (“Registration Statement”), the undersigned shall
        deliver the Purchase Price to Blank Rome LLP (“BR”) to hold in a non-interest
        bearing account until the Corporation consummates the IPO. Simultaneously
        with
        the consummation of the IPO, BR shall deposit the Purchase Price, without
        interest or deduction, into the trust fund (“Trust Fund”) established by the
        Corporation for the benefit of the Corporation’s public stockholders as
        described in the Corporation’s Registration Statement, pursuant to the terms of
        an Investment Management Trust Agreement to be entered into between the
        Corporation and Continental Stock Transfer & Trust Company. In the event
        that the IPO is not consummated within 14 days of the date the Purchase Price
        is
        delivered to BR, BR shall return the Purchase Price to the undersigned, without
        interest or deduction.

      


      The
        undersigned represents and warrants that he has been advised that the Insider
        Warrants have not been registered under the Securities Act; that he is acquiring
        the Insider Warrants for his account for investment purposes only; that he
        has
        no present intention of selling or otherwise disposing of the Insider Warrants
        in violation of the securities laws of the United States; that he is an
“accredited investor” as defined by Rule 501 of Regulation D promulgated under
        the Securities Act of 1933, as amended (the “Securities Act”); and that he is
        familiar with the proposed business, management, financial condition and
        affairs
        of the Corporation.

      


      Moreover,
        the undersigned agrees that he shall not sell or transfer the Insider Warrants
        or any underlying securities until after the Corporation consummates a merger,
        capital stock exchange, asset acquisition or other similar business combination
        with an operating business (“Business Combination”) and acknowledges that the
        certificates for such Insider Warrants shall contain a legend indicating
        such
        restriction on transferability. 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
        Company hereby acknowledges and agrees that, in the event the Company calls
        the
        Warrants for redemption pursuant to that certain Warrant Agreement to be
        entered
        into by the Company and Continental Stock Transfer & Trust Company in
        connection with the Company’s IPO, the Company shall allow the undersigned to
        exercise any Insider Warrants by surrendering such Warrants for that number
        of
        shares of Common Stock equal to the quotient obtained by dividing (x) the
        product of the number of shares of Common Stock underlying the Warrant,
        multiplied by the difference between the Warrant exercise price and the “Fair
        Market Value” (defined below) by (y) the Fair Market Value. The “Fair Market
        Value” shall mean the average reported last sale price of the Common Stock for
        the 10 trading days ending on the third trading day prior to the date on
        which
        the notice of redemption is sent to holders of Warrants.

      


      The
        terms
        of this agreement and the restriction on transfers with respect to the Insider
        Warrants may not be amended without the prior written consent of
        Brenner.

      


       

      Very
        truly yours,   

       

      


      


      ___________________

       

      Agreed
        to:

      


      Stoneleigh
        Partners Acquisition Corp.

      


      


      By:
        ________________________________

      Name:
        

      Title:
        

      


      Blank
        Rome LLP

      


      


      


      By:
        ________________________________

      Name:
        

      Title:
        

      


      HCFP/Brenner
        Securities LLC

      


      


      


      By:
        ________________________________

      Name:
        Avi
        Lipsker

      Title:
        Managing Director