Unassociated Document


    
      
        

          STOCK
            ESCROW AGREEMENT

          


          STOCK
            ESCROW AGREEMENT, dated as of _________, 2007 (“Agreement”), by and among
            STONELEIGH PARTNERS ACQUISITION CORP., a Delaware corporation (“Company”),
            __________, _____________ and ___________ (collectively “Initial Stockholders”)
            and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a
            New
            York corporation (“Escrow
            Agent”).

          


          WHEREAS,
            the Company has entered into an Underwriting Agreement, dated ________,
            2007
            (“Underwriting Agree-ment”), with HCFP/Brenner Securities LLC (“Brenner”) acting
            as representative of the several underwriters (collectively, the
“Underwriters”), pur-suant to which, among other matters, the Underwriters have
            agreed to purchase 25,000,000 units (“Units”) of the Company. Each Unit consists
            of one share of the Company’s common stock, par value $.0001 per share (“Common
            Stock”), and one Warrant, each Warrant to purchase one share of Common Stock,
            all as more fully described in the Company’s final Prospectus, dated ________,
            2007 (“Prospectus”) com-prising part of the Company’s Registration Statement on
            Form S-1 (File No. 333-133235) under the Securities Act of 1933, as
            amended (“Registration Statement”), declared effective on _________, 2007
            (“Effective Date”).

          


          WHEREAS,
            the Initial Stockholders have agreed as a condition of the sale of the
            Units to
            deposit their shares of Common Stock of the Company, as set forth opposite
            their
            respective names in Exhibit A attached hereto (collec-tively “Escrow Shares”),
            in escrow as hereinafter provided.

          


          WHEREAS,
            the Company and the Initial Stockholders desire that the Escrow Agent
            accept the
            Escrow Shares, in escrow, to be held and disbursed as hereinafter
            provided.

          


          IT
            IS
            AGREED:

           

          1. Appointment
            of Escrow Agent.
            The
            Company and the Initial Stockholders hereby appoint the Escrow Agent
            to act in
            accordance with and subject to the terms of this Agreement and the Escrow
            Agent
            hereby accepts such appointment and agrees to act in accordance with
            and subject
            to such terms.

          


          2. Deposit
            of Escrow Shares.
            On or
            before the Effective Date, each of the Initial Stockholders shall deliver
            to the
            Escrow Agent certificates representing his respective Escrow Shares,
            to be held
            and disbursed subject to the terms and conditions of this Agree-ment.
            Each
            Initial Stockholder acknowledges that the certi-ficate representing his
            Escrow
            Shares is legended to reflect the deposit of such Escrow Shares under
            this
            Agreement.

          


          3. Disbursement
            of the Escrow Shares.
            The
            Escrow Agent shall hold the Escrow Shares until one year after the consummation
            of a Business Combination (as defined in the Registration Statement)
            (“Escrow
            Period”), on which date it shall, upon written instructions from each Initial
            Stockholder, disburse each of the Initial Stockholder’s Escrow Shares (and any
            applicable stock power) to such Initial Stockholder; pro-vided, however,
            that if
            the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof
            that
            the Company is being liquidated at any time during the Escrow Period,
            then the
            Escrow Agent shall promptly destroy the certificates representing the
            Escrow
            Shares; provided further, however, that if, after the Company consummates
            a
            Business Combination (as such term is defined in the Registration Statement),
            it
            (or the surviving entity) subsequently consummates a liquidation, merger,
            stock
            exchange or other similar transaction which results in all of the stockholders
            of such entity having the right to exchange their shares of Common Stock
            for
            cash, securities or other property, then the Escrow Agent will, upon
            receipt of
            a certificate, executed by the Chief Executive Officer of the Company,
            in form
            reasonably acceptable to the Escrow Agent, that such transaction is then
            being
            consummated, release the Escrow Shares to the Initial Stockholders upon
            consummation of the transaction so that they can similarly participate.
            The
            Escrow Agent shall have no further duties hereunder after the disbursement
            or
            destruction of the Escrow Shares in accordance with this
            Section 3.

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          4. Rights
            of Initial Stockholders in Escrow Shares.
            

          


          4.1 Voting
            Rights as a Stockholder.
            Subject
            to the terms of the Insider Letter described in Section 4.4 hereof and
            except as
            herein provided, the Initial Stockh-olders shall retain all of their
            rights as
            stock-holders of the Company during the Escrow Period, includ-ing, without
            limitation, the right to vote such shares.

          


          4.2 Dividends
            and Other Distributions in Respect of the Escrow Shares.
            During
            the Escrow Period, all dividends payable in cash with respect to the
            Escrow
            Shares shall be paid to the Initial Stockholders, but all dividends payable
            in
            stock or other non-cash property (“Non-Cash Dividends”) shall be delivered to
            the Escrow Agent to hold in accordance with the terms hereof. As used
            herein,
            the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends
            distributed thereon, if any.

          


          4.3 Restrictions
            on Transfer.
            During
            the Escrow Period, no sale, transfer or other disposition may be made
            of any or
            all of the Escrow Shares except (i) to an entity’s members as a distribution or
            upon its liquidation, (ii) by gift to a member of an Initial Stockholder’s
            immediate family or to a trust, the beneficiary of which is an Initial
            Stockholder or a member of an Initial Stockholder’s immediate family, (iii) by
            virtue of the laws of descent and distribution upon death of any Initial
            Stockholder, (iv) pursuant to a qualified domestic relations order or
            (v) by
private
            sales made at or prior to the consummation of a Business Combination
            at prices
            no greater than the price which the Initial Stockholder paid for the
            Escrow
            Shares or transfers permitted by clauses (ii) through (v) from a permitted
            transferee, under this Section 4.3;
            provided,
            however,
            that
            such transfers may be implemented only upon the respective transferee’s written
            agreement to be bound by the terms and conditions of this Agreement and
            of the
            Insider Letter signed by the Initial Stockholder transferring the Escrow
            Shares.


          


          4.4 Insider
            Letters.
            Each of
            the Initial Stock-holders has executed a letter agreement with Brenner
            and the
            Company, dated as indicated on Exhibit A hereto, and which is filed as an
            exhibit to the Registration Statement (“Insider Letter”), respecting the rights
            and obligations of such Initial Stockholder in certain events, including
            but not
            limited to the liquidation of the Company.

          


          5. Concerning
            the Escrow Agent.

          


          5.1 Good
            Faith Reliance.
            The
            Escrow Agent shall not be liable for any action taken or omitted by it
            in good
            faith and in the exercise of its own best judgment, and may rely conclusively
            and shall be pro-tected in acting upon any order, notice, demand, certifi-cate,
            opinion or advice of counsel (including counsel chosen by the Escrow
            Agent),
            statement, instrument, report or other paper or document (not only as
            to its due
            execution and the validity and effectiveness of its provisions, but also
            as to
            the truth and acceptability of any information therein contained) which
            is
            believed by the Escrow Agent to be genuine and to be signed or presented
            by the
            proper person or persons. The Escrow Agent shall not be bound by any
            notice or
            demand, or any waiver, modification, termina-tion or rescission of this
            Agree-ment unless evidenced by a writing delivered to the Escrow Agent
            signed by
            the proper party or parties and, if the duties or rights of the Escrow
            Agent are
            affected, unless it shall have given its prior written consent thereto.
            

          


          
            
              
              

            

            
              2

              
                

              

            

            
              
              

            

          

           5.2 Indemnification.
            The
            Escrow Agent shall be indemnified and held harmless by the Company from
            and
            against any expenses, including coun-sel fees and disbursements, or loss
            suffered by the Escrow Agent in connection with any action, suit or other
            proceeding involving any claim which in any way, directly or indirectly,
            arises
            out of or relates to this Agreement, the services of the Escrow Agent
            hereunder,
            or the Escrow Shares held by it hereunder, other than expenses or losses
            arising
            from the gross negligence or willful misconduct of the Escrow Agent.
            Promptly
            after the receipt by the Escrow Agent of notice of any demand or claim
            or the
            com-mence-ment of any action, suit or proceeding, the Escrow Agent shall
            notify
            the other parties hereto in writing. In the event of the receipt of such
            notice,
            the Escrow Agent, in its sole discre-tion, may commence an action in
            the nature
            of interpleader in an appropriate court to determine ownership or disposition
            of
            the Escrow Shares or it may deposit the Escrow Shares with the clerk
            of any
            appropriate court or it may retain the Escrow Shares pending receipt
            of a final,
            non-appealable order of a court having jurisdiction over all of the parties
            hereto directing to whom and under what circum-stances the Escrow Shares
            are to
            be disbursed and delivered. The provisions of this Section 5.2 shall
            survive in
            the event the Escrow Agent resigns or is discharged pursuant to Sections
            5.5 or
            5.6 below.

          


          5.3 Compensation.
            The
            Escrow Agent shall be entitled to reason-able compensation from the Company
            for
            all services rendered by it hereunder. The Escrow Agent shall also be
            entitled
            to reimburse-ment from the Company for all expenses paid or incurred
            by it in
            the administration of its duties hereunder including, but not limited
            to, all
            counsel, advisors’ and agents’ fees and disburse-ments and all taxes or other
            governmental charges.

          


          5.4 Further
            Assurances.
            From
            time to time on and after the date hereof, the Company and the Initial
            Stock-holders shall deliver or cause to be delivered to the Escrow Agent
            such
            further documents and instru-ments and shall do or cause to be done such
            further
            acts as the Escrow Agent shall reasonably request to carry out more effectively
            the provisions and purposes of this Agree-ment, to evidence compliance
            herewith
            or to assure itself that it is protected in acting hereunder.

          


          5.5 Resignation.
            The
            Escrow Agent may resign at any time and be discharged from its duties
            as escrow
            agent hereunder by its giving the other parties hereto written notice
            and such
            resignation shall become effective as herein-after provided. Such resignation
            shall become effective at such time that the Escrow Agent shall turn
            over to a
            suc-cessor escrow agent appointed by the Company, the Escrow Shares held
            hereunder. If no new escrow agent is so appointed within the 60 day period
            follow-ing the giv-ing of such notice of resignation, the Escrow Agent
            may
            deposit the Escrow Shares with any court it reasonably deems
            appropriate.

          


          5.6 Discharge
            of Escrow Agent.
            The
            Escrow Agent shall resign and be discharged from its duties as escrow
            agent
            hereunder if so requested in writing at any time by the other parties
            hereto,
            jointly, pro-vided, however, that such resignation shall become effec-tive
            only
            upon acceptance of appointment by a successor escrow agent as provided
            in
            Section 5.5.

          


          
            
              
              

            

            
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          5.7 Liability.
            Notwithstanding anything herein to the con-trary, the Escrow Agent shall
            not be
            relieved from liability hereunder for its own gross negligence or its
            own
            willful misconduct.

          


          6. Miscellaneous.

          


          6.1 Governing
            Law.
            This
            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.

          


          6.2 Third
            Party Beneficiaries.
            Each of
            the Initial Stockholders hereby acknowledges that the Underwriters are
            third
            party beneficiaries of this Agreement and this Agreement may not be modified
            or
            changed without the prior written consent of Brenner. 

          


          6.3 Entire
            Agreement.
            This
            Agreement contains the entire agreement of the parties hereto with respect
            to
            the subject matter hereof and, except as expressly provided herein, may
            not be
            changed or modified except by an instrument in writing signed by the
            party to
            the charged. 

           

          6.4 Headings.
            The
            headings contained in this Agreement are for reference purposes only
            and shall
            not affect in any way the meaning or interpretation thereof.

          


          6.5 Binding
            Effect.
            This
            Agreement shall be binding upon and inure to the benefit of the respective
            parties hereto and their legal representatives, successors and
            assigns.

          


          6.6 Notices.
            Any
            notice or other communication required or which may be given hereunder
            shall be
            in writing and either be delivered personally or be mailed, certified
            or
            registered mail, or by private national courier service, return receipt
            requested, postage prepaid, and shall be deemed given when so delivered
            personally or, if mailed, two days after the date of mailing, as
            follows:

          


          
            	 	 	
                    If
                      to the Company, to:

                  


          

          


          
            	 	 	 	
                    Stoneleigh
                      Partners Acquisition Corp.

                  


          

          c/o
            PLM
            International Inc.

          555
            Fifth
            Avenue

          New
            York,
            New York 10017

          Attn: Chairman

          


          If
            to a
            Stockholder, to his address set forth in Exhibit A.

          


          and
            if to
            the Escrow Agent, to:

          


          Continental
            Stock Transfer & Trust Company

          17
            Battery Place

          New
            York,
            New York 10004

          Attn: Chairman

          


          
            
              
              

            

            
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          A
            copy of
            any notice sent hereunder shall be sent to:

          


          


          and:

          


          HCFP/Brenner
            Securities LLC

          888
            Seventh Avenue 

          New
            York,
            New York 10106

          Attn: Avi
            Lipsker

          


          and:

          


          Graubard
            Miller

          The
            Chrysler Building

          405
            Lexington Avenue

          New
            York,
            New York 10174

          Attn: David
            Alan Miller, Esq.

          


          and:

          


          Blank
            Rome LLP

          The
            Chrysler Building

          405
            Lexington Avenue

          New
            York,
            New York 10174

          Attn: Robert
            J.
            Mittman, Esq. 

           


          The
            parties may change the persons and addresses to which the notices or
            other
            communications are to be sent by giving written notice to any such change
            in the
            manner provided herein for giving notice.

          


           6.7 Liquidation
            of the Company.
            The
            Company shall give the Escrow Agent written notification of the liquidation
of the Company in the event that the Company fails to consummate
            a
            Business Combination within the time period specified in the
            Prospectus.

          


          
            
              
              

            

            
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          WITNESS
            the execution of this Agreement as of the date first above written.

          


          STONELEIGH
            PARTNERS

          ACQUISITION
            CORP.

          


          


          


          By:
             ______________________________  

          Name:

          Title:

           

          INITIAL
            STOCKHOLDERS:

           

          


          ___________________________

          


          


          ___________________________

          


          


          ___________________________

           

           

          ___________________________

           

          


            

          CONTINENTAL
            STOCK TRANSFER

          &
            TRUST COMPANY

          


          


          By:________________________________

          Name:
            

          Title:
            

          


          
            
              
              

            

            
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          EXHIBIT
            A

          


          
            	
                    Name
                      and Address of 

                    Initial
                      Stockholder 

                  	
                    Number
                      

                    of
                      Shares

                  	
                    Stock
                      

                    Certificate
                      Number

                  	
                    Date
                      of 

                    Insider
                      Letter